Magic and Madness
by Alisa180
Summary: When Maka is offered a wish by a strange creature in exchange for becoming a magical girl, she is in little position to turn it down. She has no idea what she just got herself into...
1. Chapter 1

So, I haven't posted a story on this account in, well, a LONG while. A lot of stuff happened, but I never stopped writing. I just simply stopped posting here.

I've gone through various obsessions, posted some stuff on livejournal, graduated from highschool, got a job, and generally dealt with life. But now, it's time for me to start posting here again.

I can't say anything for my old fanfictions. I like to say that I'll come back to all of them someday, but I can't guarantee anything. A lot of it seems like crap when I look back on it, but that's probably a common feeling for a writer looking back on her old work.

In any case, I'm back! And with a brand-new crossover story! So, enjoy the first chapter!

Thanks to EvaUnit01 for pre-reading this for me!

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica.

/

"Please...wake up..."

The girl leaned over her companion as tears streamed down her cheeks. This wasn't happening, this couldn't be happening...

That blow had been meant for her. And yet, in his goal to protect her, he had taken it. Now blood from his wound was pouring forth, pooling on the ground, and despite her best efforts, she couldn't make it stop.

"Don't die please...You can't die!"

"Is that really what you wish for?"

The girl looked up. There, sitting a few feet from her, was a white weasel-like creature. It's fluffy tail was twitching back and forth.

"If you truly wish for him to survive, I can make that happen."

The girl sat up a little, "Can you? Can you really do that?"

"Yes. Make a contract with me. In exchange for a wish, any wish, you will become a magical girl and accept a life of fighting."

"A magical girl?"

"Yes. You will gain great power, and fight witches. Not the witches you're thinking of, but monsters born of curses."

"Power...I'll...become stronger?"

"Much stronger. You'll be able to do incredible things."

"All for a wish..." She looked down at the dying boy on the ground, "Any wish?"

"Any."

"Then...I wish..."

Chapter 1

Maka groaned in frustration as she looked down from her perch on the roof onto the street below. She was a plain looking girl, with a flat-chest, ashy blond hair currently done up in pigtails, and green eyes. She was in her school clothes, with consisted of a creme colored vest, a long sleeved white shirt, a plaid skirt, and the large black boots with large buckles that she was fond of.

Her white Soul Gem was glowing brightly, indicating that the witch she was after was close, very close. If she didn't do something about it soon, there would be another 'incident' and she didn't want that on her conscious.

The problem was, as always, a matter of secrecy.

She had taken to staying behind at school for a few minutes, claiming that she wanted to get extra work done. Her friends thought little of it and went on ahead without her. After about ten or fifteen minutes, she would then leave herself, effectively freeing herself up for the afternoon.

Naturally, two of said friends were on the street below, sitting at the table of a cafe.

Maka really didn't want any of them to know about her after-school activities. Not yet at least. Therefore, her problem was trying to reach the witch barrier without her friends noticing her sneaking around and most definitely not doing extra school-work.

In the end, she decided she was simply going to have to blend in with the crowd and hope for the best. There was no way she could let this witch get away.

She carefully came down from the roof, landing in the nearby alleyway. She peeked out, observing the crowd and her friends. She looked at her Soul Gem. The barrier entrance was close. Maybe too close.

All these people. A witch nearby. It was a recipe for disaster. Maka was surprised nothing had happened yet.

She edged along one of the buildings, trying to use the people around her for cover.

The barrier entrance had to be...There! She ducked into another alleyway and looked at the dead-end in front of her. Her Gem was glowing at full strength.

The barrier entrance was here. As if on cue, the twisted portal opened up, as if beckoning her to come inside. She took a deep breath, and stepped inside.

Immediately, the landscape around her twisted. The area took the form of what seemed to be some kind of...stadium? Or at least, the area reminded her of a stadium's corridors. But it was twisted, with dark colors and bizarre patterns. As if on cue, a group of ball like creatures emerged from one of the corridors.

Familiars, witch minions.

Maka immediately took her Soul Gem and released its power. She felt it flow over her as her outfit changed. Once the transformation was complete, she now stood in her magical girl outfit. It mainly consisted of a white long coat with black frills. She had plain white gloves, a black and white skirt, and white boots with black buckles. A pair of white ribbons in her pigtails completed the look.

She immediately summoned her weapon of choice, a scythe. She launched herself forward, and with practiced motion, had soon sliced the familiars to ribbons.

She then rushed forward, intent on making it to the center of the labyrinth. She made her way through the twisted corridors, destroying any familiars she encountered along the way.

The witch had to be close. She could feel her Gem reacting. She burst through a door and looked at the area before her.

She was in the main field of the stadium. The bleachers will filled with familiars. And in the center, was the witch.

It was an ugly thing. It reminded her of a track player, and it was composed of a mishmash of balls, hurdles, and other sports equipment.

With a confident smirk, and her scythe in hand, she launched forward, intent on defeating the witch and claiming her prize.

All in a day's work for a magical girl.

Later, Maka trekked back to her apartment, worn out from her latest battle. That witch had been tough. Really tough. On the bright side, the Grief Seed she got out of it had at least three uses still in it. That would last her a bit.

When she got home, she ignored the questions of her roommate and simply collapsed on her bed.

She needed sleep...

n/n/n/n/

Death Weapon Meister Academy, or DWMA for short, was located in the middle of Death City, towering over it as its most prominent feature.

It was here that Demon Weapons, people who could transform into weapons, were trained, alongside meisters who could wield them. It had been founded by the Grim Reaper, Death himself, 800 years ago to combat would-be kishin, demons, and witches. Not the kind of witches that Maka fought as a magical girl, but the kind of witch that looked and acted human and could cast spells.

Maka was a meister, a scythe meister more specifically. Her weapon was the Demon Scythe, Soul Eater. The two of them were walking to school now, as the sun blazed above them.

"So, what was with you last night?" Maka looked at her partner. He was looking away from her, arms folded behind his head. Soul had spiky white hair, red eyes, tan skin, and jagged teeth. He wore a black leather jacket over an orange shirt, with a headband to hold down some of his hair.

"What do you mean?" She asked, despite the pit in her stomach.

"You were awfully tired for someone who just stayed behind for some extra studying."

"Um..." It was inevitable, she knew. Soul was not just her weapon after all. He was her roommate, partner, best friend, and knew her better then anyone. Keeping the fact that she was now a magical girl a secret from him had been the hardest of all. He knew something was up, he just had yet to completely call her out on it. "I actually spent a good chunk of the time running and hiding from Professor Stein. He was looking for an experiment subject."

Professor Stein was their homeroom teacher, and a legitimate mad scientist. It wasn't uncommon for him to perform 'experiments' on people.

"Oh, in that case, I don't blame you." He didn't completely buy it, she could tell, but he wasn't about to pry. He trusted her, as much as she trusted him, and that was part of what made them such a great team.

She would tell him everything eventually. She just wasn't ready yet.

"You're such a nerd," he remarked, "Spending all that extra time at school just to study."

Maka replied the way she usually replied to Soul's snark. With a Maka Chop, in other words, a nice heavy book to her partner's occasionally thick skull.

Almost as soon as they made it up the staircase that led to the DWMA entrance, they heard a familiar voice, "Hey guys! What took you two so long!

Maka groaned. Black*Star. She really didn't feel like dealing with him right now. She was still tired from her battle yesterday.

She had little choice though, as the ninja/assassin/meister with spiky blue hair came up to them, accompanied, as always, by his partner and weapon, Tsubaki.

"Where were you yesterday Maka? You missed one of my big shows!"

"I was busy," she replied.

"You've been busy a lot lately." She mentally winced at that. She had been. Most of the free time that she used to have now got used up fighting witches. It was worth it though, she thought to herself, fingering the ring around her finger on her left hand. The ring was actually her Soul Gem in a much more compact form.

"I know. I'm just trying to keep up with my grades. Unlike SOME people," she glared at Black*Star.

Black*Star shrugged, "Hey, I'm passing."

"Barely. You had to retake the last three exams!"

"A big star like me doesn't have to worry about grades!"

"You do if you've collected as few souls as you've had!"

The two of them bickered for a bit, before the first warning bell rang. Then they went into class.

The day seemed to go by quickly. To Maka's relief, Soul didn't think to question their homeroom teacher about her activities yesterday. It was only a matter of time though. She knew it would go over better if she fessed up before he found out, but still...

The only strange thing was that one of her other friends, Death the Kid, wasn't in class today. When she asked one of his weapon partners, Liz, about it, she had merely shrugged and said, "He said he wanted to investigate something. Told us he'd tell us more about it later."

That was strange, but Maka brushed it off.

After school, Maka found herself in front of the extracurricular board with Soul, looking at the available missions.

One of the primary duties of a meister-weapon pair was to collect souls. A Demon Weapon that ate 99 kishin egg souls and a witch soul became a Death Scythe, one of Death's weapons. Maka's goal was, naturally, to turn her scythe partner into a Death Scythe even more powerful than Death's current primary weapon, her own father.

She snorted at the thought of the man.

"Something up?" Soul asked.

"Just thinking about Papa," she said, disgust creeping into her voice. She shook off the thoughts and scanned the available missions.

"See anything good?" Soul asked.

"I think so," she reached out and plucked a card off the wall, "It's located Paris, according to this, his soul turned into a kishin egg just recently. They don't expect him to be all that strong, but its still becoming a problem."

"Sounds like an easy job for once. Nice."

Once they had accepted the mission, Maka broke off from Soul on the way back home.

"I need to do a few things to get ready," she said, "You go ahead and start packing."

He gave her a suspicious look. She tried her best not to look nervous under his gaze. He then shrugged, "Alright, just remember that's it's your turn to cook tonight."

She nodded. She hoped she would be able to get this done that quickly.

Once she was a far enough distance away from Soul, she pulled out her Soul Gem.

If she was going away on an extracurricular, she wanted an extra Grief Seed just in case. She did NOT want to try witch-hunting on unfamiliar territory.

She started walking around the city, waiting for a reaction from her Gem. It took her a little longer then she would have liked, but she finally picked up on something.

Following it, she traced the magical residue to a quiet part of Death City. With a little effort, she quickly found the barrier entrance in an alleyway.

She was just about to transform and step through, when she heard a "HOLD IT!"

The next moment, a spear came whizzing through the air and buried itself in the ground in front of her with a loud thunk. She stiffened on instinct and turned in the direction that the spear had come from.

There, standing on a nearby roof, was a girl. More importantly, from her red outfit, she seemed to be a magical girl. Maka blinked. She wasn't aware of other magical girls in the city...Kyubey had never mentioned...But then again, she thought with a mental groan, she never thought to ask.

"So you're the new girl who's been stealing my kills!"

"Huh?" Maka blinked again, confused.

"Don't give me that crap! You just made the contract, and started killing witches." The girl jumped from the roof and landed in front of her, "I bet you didn't even know that there were other girls in this city. Well guess what, there are, and this is MY territory!"

"Territory?" Maka asked, "I wasn't aware that there were such things." This was here first time hearing about something like that.

The girl snorted, "Of course there are! Only so many witches, so only so many Grief Seeds. Gotta stake out your claim if you want to keep claiming the prize!" She materialized another spear and twirled it expertly, bringing it to a rest behind her head. "Listen up, I don't want to see you hunting around here again, okay?" She pointed at Maka threateningly with the spear.

"Oh really?" Maka straightened, "And what will you do if I keep hunting around here?" This girl seemed to be the bully type. She wasn't about to give in to someone like that.

"...You really don't want to know the answer to that..."

"You think you can take me in a fight? I'm a DWMA student! I have a lot more combat experience than you!"

"Yeah yeah, but you also don't have your partner with you, and according to Kyubey, you haven't been at this very long. You may have experience as a DWMA student, but tell me, have much experience do you have as a magical girl?"

Maka looked down. She had a point. She was, in many ways, still learning to use her magic.

"That's what I thought, now..." The other girl stepped forward, when something whizzed by and landed between them. A sword. Both of them looked in the direction of where it had come from.

The other girl groaned, "Not you again..."

"Leave her alone Kyoko!" The third girl yelled. She was dressed in blue and whites, with a cap fluttering behind her.

The girl, Kyoko, sighed, "Look, I don't want to fight you. Just move along, okay?"

"No!" The new girl pointed at Kyoko, "I'm not about to let you bully her!"

"Yeesh, what's the big deal? If there's another girl here, YOU lose out too."

"I don't care!" The girl was glaring at Kyoko, "She just has much as right to be here as the two of us!"

"No, she doesn't."

"Yes, I do!" Maka interrupted. Without thinking, she transformed. "Do you think you can take both of us?"

Kyoko looked between them. She seemed to be assessing her odds. She then sighed, "Fine." She glared at Maka, "But I warned you! Keep it in mind!" She then jumped to a roof, and seemingly fled.

There was a tense few moments, before the remaining girl sighed in relief, "Glad she backed down." There was a flash of light, and her costume vanished, replaced by what Maka recognized as a school uniform, "She didn't hurt you, did she?"

Maka shook her head, "No, you showed up just in time."

"Good to hear." She walked over and offered a hand, "Sayaka Miki."

"Maka Alburn," Maka took the hand and shook it, "I'm a Scythe meister at the DWMA."

Sayaka lit up, "Really? What a coincidence! I'm a DWMA student too!"

"Oh, you are? Are you a meister?"

Sayaka shook her head, "Nope! Weapon. Demon Cutlass, to be more precise!"

"I see, who's your meister?"

At this Sayaka looked embarrassed, "I actually don't have one yet. I mean, there have been a few people, but they were either jerks or we couldn't match soul wavelengths. That last one especially."

"I see," She looked in the direction that Kyoko had went in, "Do you fight with her a lot?"

"Who, Kyoko? Kinda. You see, we both claim Death City as our territory. Sometimes, we get into skirmishes over kills."

Maka looked confused, "But shouldn't you be working together? I mean, you're both after witches..."

"Kyoko doesn't see it that way. Unlike me, she doesn't think of the people she's helping when she destroys witches. She only thinks of the end result." She glared in the direction Kyoko went in, "She would just as soon let people get eaten by familiars so that she'll have another witch to pick a Grief Seed out of!"

"Eaten by familiars?"

Sayaka gave her an amused look and shook her head, "You really haven't been at this very long, have you?"

"Not really..." Maka had the presence of mind to seem embarrassed.

Sayaka seemed to light up, "Listen, how about we meet up after school tomorrow? I can teach you all I know about this job. Plus, if you're with me, there's less of a chance that Kyoko will ambush you."

"Sounds like a plan," She suddenly remembered something, "Oh crap!" She turned around and brought out her Soul Gem. No response. "The witch!" She sighed.

"You really wanted that Grief Seed, huh?"

"I'm going aboard on an extracurricular lesson. I kind of wanted an extra Grief Seed just in case."

Sayaka giggled, "In that case, here." She tossed Maka something. She caught it and examined it. A Grief Seed. "That has at least one use left. A token of our new partnership."

Maka clutched the Grief Seed close and smiled, "Thank you."

Sayaka smiled back, "No problem. Kyoko probably went after that witch, so I'm not going to worry about it. Since you're going on that mission, we'll also have to save our meeting for when you get back." She then turned, "Okay, I'll see you later then!" She then ran off. Maka watched her go.

Feeling in a good mood, Maka dropped by the bookstore on her way back to the apartment and bought a novel she had been wanting to read. She then walked the rest of the way back.

"What took you so long?" That was Soul's first question when she entered the apartment. He was currently on the couch, apparently watching some TV.

"Oh, I went and picked this up." Maka showed off the book she bought. Soul snorted,

"Only you would spend that much time picking out a book. Bookworm."

"MAKA CHOP!"

"OW!"

Satisfied, Maka left to start cooking dinner, while Soul rubbed his head, smarting from her hitting him with her newly-bought book.

Later that evening, while packing, Maka sensed a familiar presence.

"Kyubey," she said without turning around, "I actually wanted to talk with you."

"I know you did. More importantly, you have something for me, don't you?"

"Yes," she reached into a nearby desk drawer and pulled out a Grief Seed. She then reached for her ring and materialized her Soul Gem. She held the Grief Seed up near her Soul Gem. Immediately, the darkness that had started to cloud the Gem vanished, disappearing into the Seed.

The Grief Seen now had no more uses left. She turned to where the white creature was sitting on her windowsill, "Here." She tossed it to the creature, who caught it. It immediately disappeared into a compartment on his back. "Now...about those other girls..."

"What about them?" Kyubey asked, tail flicking back and forth.

"How many magical girls are in this city?"

"Including you, there are four magical girls in this city."

"Four?" Maka gave Kyubey a confused look, "I know about Sayaka and Kyoko, but who's the fourth?"

"The fourth is a magical girl named Homura Akemi. The strange thing is, although she is a magical girl, I have no memory of contracting her. She's an anomaly, one that I am still trying to figure out."

"An anomaly, huh?" Maka looked thoughtfully, "If she's a magical girl, she has to have contracted with you at some point, right?"

"Like I said, I have no memory of it. She's a mystery. As for what she's doing here, she's most likely competing for territory with Kyoko and Sayaka."

"Okay, I see." Maka considered all this. A fourth magical girl, and one the Kyubey had no clue about. That was interesting alright. "That will be all. You can go now."

"Are you sure?"

"I'm still a little ticked off with you, so yes I'm sure."

"Very well." Maka watched as Kyubey vanished into the night. She then sighed and collapsed onto her bed.

At least tomorrow she could push her worries as a magical girl aside for a while...


	2. Chapter 2

Thanks to EvaUnit01 from TVTropes for pre-reading this for me!

A lovely thanks to all my reviewers!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater

/

"Ugh, I'm still sore." Maka complained, stretching her arms. It had taken a few twists and turns, but she and Soul had finished their mission and were now back at the DWMA.

"I still can't believe they didn't mention those other pre-kishin in the mission description," Soul said as they finished ascending the steps.

"I don't think they knew about them," she remarked, "In either case, it's nice to be back here after that."

"MAKA! HEY!"

"Huh?" Maka turned in time to see Sayaka running up to them. Right behind her was a girl with pink hair done up in pigtails in a traditional Academy uniform. Maka had to stop herself from flinching in surprise when she saw Kyubey on the girl's shoulder. A short distance away, walking much more casually, was a girl with long black hair and a headband.

Sayaka stopped in front of them, "Nice to see you back at the Academy!"

"You know this girl?" Soul asked.

Maka nodded, "I met her after school during one of my study sessions."

"That your partner?" Sayaka pointed to Soul.

Maka nodded, "Yep! Sayaka, this is Soul Eater. Soul, this is Sayaka Miki."

"Soul Eater?" Sayaka looked at Soul curiously, "Strange name."

"It works for me," Soul said casually, "So, you and Maka met after school, huh?"

Sayaka nodded, "Yeah, we, er, share an after school activity together."

Soul eyed her suspiciously. Maka quickly decided to change the subject, "So, are you going to introduce me to your friends there?"

"Oh yeah!" Sayaka pointed to the pink-haired girl, "This is Madoka Kaname," the girl bowed respectfully.

"It's nice to meet you Maka-senpai," she said.

"And the other girl," Sayaka pointed to the girl with long black hair, "Is Homura Akemi, Madoka's weapon partner."

"That's Homura?" Maka eyed the other girl. Homura stared right back, with cold eyes.

_That's the girl you told me about, right_? Maka sent to Kyubey. Telepathy was a basic skill of magical girls. They usually did it through Kyubey, but they didn't have to.

_Yes, Homura Akemi. The anomaly._

_Yeah, we're not sure what her story is._ Sayaka now spoke up. _She showed up one day, appeared here at the Academy the next day, and next thing any of us knew, she had become Madoka's partner._

"You guys alright? You all suddenly went quiet." They all stiffened at Soul's voice.

"Um," Madoka fidgeted with her skirt again, "I heard that you're a really skilled meister Maka-senpai." Maka shifted her attention to the other girl. "Is it true that you came really close to turning Soul-senpai into a Death Sycthe?"

Maka felt her face grow slightly hot, "Yeah, well, about that..."

"Really?" Sayaka looked at her curiously, "What happened?"

Maka groaned, "Don't ask, just please don't." It was the embarrassment of her career. She didn't like thinking about it.

"Yeah, it wasn't cool at all," Soul agreed.

The first bell suddenly rung. "Time to get to class," Maka turned, "Are we still on for after school?"

Sayaka smiled, "You bet! See you then!" She then ran off, Madoka close behind her.

"What did you two mean by that?" Soul asked.

"Just something we do after school. Which reminds me, I'm going to be staying after again."

He was giving her that suspicious look again. She tried not to fidget under it. He then shrugged, "Let's get to class."

The pair had started walking off, when Maka heard, _Maka Albarn_.

She stopped dead in her tracks. Behind her, she sensed that Homura had not yet left.

_Do not be so secretive with your friend. He has more loyalty to you then you think. Remember he will not leave you, no matter how it may seem. And then the other girl was gone_. And Maka was left wondering what that was about.

In class, the first thing she noticed was that Kid was gone again. So were his partners, the Thompson Sisters.

"Where's Kid?" Maka asked Tsubaki.

"I'm not really sure. Liz and Patty haven't really been in class either."

Maka frowned. She wondered what was going on with them...

After school, Soul went to hang out with Black*Star, while Maka went to meet Sayaka. The other magical girl was waiting for her near the gates of the school, along with Madoka, who had Kyubey on her shoulder. Homura, strangely, was nowhere to be seen.

"Hey Sayaka," Maka said, approaching the two girls.

"Maka, hey. Glad you could make it!" Sayaka smiled.

Maka looked at Madoka, "You can see Kyubey?"

Madoka nodded, "Yes." She suddenly seemed nervous, "I'm not a magical girl yet. I...can't really think of anything to wish for."

Maka smiled brightly, "Don't rush it. Wait for when you'll really need the wish, for when you really need the miracle. That way, you won't regret it later."

"Spoken like veteran," Sayaka said, "Yet you don't know about familiars," She smiled, "It makes for an interesting contrast." She suddenly looked curious. "Hey, what did you wish for anyway?"

Maka went silent. Her mind was flashing back to that awful day, that was only a short time ago, yet it seemed so much longer than that...

"I wished...for something very important to me," she said slowly, "It's something that I'll never regret..."

"Hm..." Sayaka seemed thoughtful, "That's interesting."

"What did you wish for Sayaka?"

Sayaka smiled, "I wished to heal the hand of a friend of mind. He's a violinist, and an accident messed up his hand pretty badly. He's currently on tour around the country, playing, and we keep in touch through letters."

"That's very sweet of you. You must like this guy a lot."

Sayaka blushed. Then she quickly composed herself, "Anyway..."

Another voice broke into their conversation, "I apologize for being late."

The three of them looked to see that Homura was approaching them. She stopped in front of them and cast a glare at Kyubey. She then turned her attention to the other girls.

"Where have you been Homura?" Sayaka asked.

"Picking up this," Homura held out a piece of paper. Madoka examined it.

"A mission?" She asked.

"One that will require two teams," Homura said, turning to Maka, "Maka, perhaps you and your partner would be willing to accompany me and Madoka on this mission?"

"W-wait..." Madoka sputtered, "Are we even ready for this type of mission yet?"

"We're ready," Homura said, "Well, Maka?"

"Er, sure," Maka responded, feeling a little awkward because of the sudden request, "We just got back from a mission, but why not? We're always looking to boost our soul count."

Homura nodded, "Thank you."

Sayaka put her hand on her hips and looked at Homura, "Are you going to go off and do your own thing again?"

"No, I think this time I'll stick around and help you with the new girl."

"H-Hey! I can teach her the basics just fine!"

"Contrary to what you believe, you yourself barely have a grasp of the basics. Therefore, it would be better if a veteran like me came along."

"Wh-what! Why you..."

"Sayaka, Homura, please!" Madoka stepped in between the two, clearly detecting the escalating tension, "Don't fight! It's bad enough having to fight Kyoko!"

The two of them stiffened. They glanced at Madoka, then eyed each other. Sayaka took a deep breath, "Sorry about that Madoka. Didn't mean to scare you like that."

Madoka, seemingly convinced that her friends weren't about to rip each other apart stepped back.

Sayaka turned back to Maka, a hand behind her head sheepishly, "Sorry you had to see that."

Maka nodded in understanding, "It's alright, I understand why you would have a hard time getting along."

Sayaka cleared her throat, "Anyway..."

Homura stepped forward, "There's a familiar that I found drifting the other day. If we hurry, we may be able to get at it before it hurts someone."

"Also, we're going to have to watch for Kyoko," Sayaka added, "Sure she won't be able to take on three of us, but she HATES it when we go after familiars." She materialized her Soul Gem, "Come on, let's find this familiar, and see if we can find an actual witch while we're at it."

The four of them started going through the city. As they started searching, Maka asked, "So, what about familiars? What makes them so bad?"

"Familiars, as you know, are witch minions," Homura said, "But sometimes, they split off from the main witch and start wandering. If you leave them alone, they will eventually turn into a copy of the original witch."

"Yikes." This was Maka's first time hearing about this. Once again, she didn't think to ask Kyubey about this. She mentally groaned. That was part of the problem with that damn fairy. He would answer any question honestly, but the issue was knowing which questions to ask.

"Familiars don't drop Grief Seeds," Sayaka said now, "So Kyoko thinks they're a waste of time. She prefers to wait until they become witches."

"It's close," Homura noted, looking at Sayaka's Soul Gem, which had started to glow.

Sayaka blinked, "Really close actually...uh oh..." Suddenly the landscape around them shifted. Maka mentally braced herself, as it shifted and changed into a colorful landscape. It reminded her of a child's' coloring book, looking like it had been drawn with crayons.

"Where's the familiar?" Maka asked.

"Over there," Homura points to what looks like a person in a wagon, done in the same, simple, crayon-drawing style the landscape was. "I'll take care of this."

"Hey-" Before Sayaka could complain too much, Homura had already taken on her magical girl outfit. Maka blinks. She hears gunshots, and suddenly, the familiar is gone and the landscape is fading...

"Amazing Homura!" Madoka says, as Homura lands nearby.

"You say that about her all the time," Sayaka points out.

"Er," Maka says, feeling awkward, "What happened?"

Homura holds out her shield, "Time stop magic. I can temporarily halt the flow of time. That usually when I make my attack, normally with these." She holds up a gun that has appeared in her hand. She then puts in behind her shield, and it disappears, into what Maka assumes is a magical space.

"Time magic?" Maka looks at Homura, not quite believing it, "Incredible!"

"Yeah," Madoka says, "Homura is amazing!" Homura seemed pleased by this comment. Sayaka seemed less so.

"I wish you would stop showing off," she said, "You make me look incompetent."

"That's because you are incompetent," Homura says flatly.

"WHAT!"

"Please don't start fighting again!" Madoaka says, looking between the two, distressed.

"Homura has a point though," Kyubey now spoke. He'd been awfully quiet the whole time, Maka noted. It probably had something to do with the way Homura kept giving him those looks... "You don't have much experience. And you don't have as much talent as Kyoko or Maka."

Sayaka groaned, "Wait, you're telling me this new girl has more talent at this then I do?"

"Very much so. She has much more than Kyoko has, or what Mami had. Of course, even she doesn't have the potential Madoka has." Kyubey now glanced at Madoka.

Homura's normal glare at Kyubey suddenly become much more heated, and Maka could feel the waves of anger coming off of her, "Say the word 'contract,' to her, and you know what will happen later," she hissed.

Kyubey sighed, "I'm just stating the facts..."

"So wait..." Maka started, now looking at Madoka, "What do you mean, Kyubey? What kind of potential does she have?"

"The potential to become the strongest magical girl in the world. And she will be, if she makes a-" Kyubey was cut off by a bullet whizzing by his ear. Homura was sending a warning glare his way. The creature merely sighed, but didn't continue.

"Why are you so mean to Kyubey, Homura?" Madoka asked.

"I told you before. That creature has done too many things for me to even begin to trust him, or forgive him," was the curt response.

"I don't blame you," Maka commented, "I was pretty mad at him for a long time myself."

Sayaka looked between the two, "Um...is there something you're not telling us...?"

Maka cast Sayaka a sympathetic glance. She didn't know. Not yet at least. She gave her a sad smile, "Let's just say, you're better off not knowing for now."

"I agree," said Homura.

Sayaka blinked, but seemed to shrug it off. "So," she said, "What do you say we go after an actual witch this time?"

After they had found and fought the witch (it was amazing how much easier it was, with someone watching your back), the girls split the Grief Seed. After that, they parted ways for the evening.

"I assume that you will be joining us still on that mission?" Homura asked, as Maka walked with her through the streets of Death City with Madoka. Sayaka had split off from them to head for the dorms, and Kyubey had gone who knew where.

Maka nodded, "Of course! My partner might complain a bit, but I'll make sure we're there."

Homura nodded in approval. Madoka fidgeted nervously, "I'm still not sure if we're ready..."

"Have confidence in yourself," Homura told her, turning her head to her meister, "You're an excellent meister. The teacher have even told you this. You just need to have some self-esteem."

Madoka nodded, although she didn't seem convinced. Maka now saw the whole reason Homura wanted her to come on this mission with them. Madoka could probably handle it, but her lack of confidence meant that she wouldn't be at the top of her game. Homura likely wanted someone experienced to watch their backs and make sure they didn't get killed.

They stopped at a fork. Homura turned to face Maka, "Our apartment is this way. Yours is that way, correct?"

Maka blinked, "Yeah, how did you...?"

"We'll see you tomorrow then." Homura then turned and walked down the alley. Madoka followed her, with a quick 'bye' to Maka.

Maka just blinked, looking at the direction that they had went in.

Just who was Homura anyway?

n/n/n/n/

"It's so pretty!" Madoka looked around in awe, as the four of them walked through the streets of Paris. "No wonder it's called the City of Lights!" They had happened to arrive during the nighttime, and the whole city was lit up.

"Not to mention they have great food," Soul remarked, "I saw few good looking restaurants back there, what do you say that we go and-OW!"

Maka put her book away, feeling frustrated with her partner, "We aren't here to sightsee, we're here to hunt a kishin egg!" Maka, as she usually did during missions, had put on her black long coat over her school outfit. When she was dressed like this, she was reminded of her magical girl outfit. She wondered if that was a coincidence.

"Oh," Madoka said, "But it's Paris! Certainly it wouldn't hurt to see a few things while we look!"

"No," Maka said firmly, putting her hands on her hips and looking at Madoka seriously, "Look, if you want to be successful at this, you need to be able to stay focused."

"Oh...I'm sorry..." Madoka fidgeted, and Maka sighed again. This was going to be harder then she thought.

She turned to Homura, "You sure this was a good idea?"

Homura nodded, "The only way she is going to gain confidence is if she sees her power in battle, firsthand. She needs to be aware of what she's capable of. Otherwise..." She trailed off.

She wasn't saying something. That much Maka knew. She didn't push it though.

"Let's get somewhere higher up," she said, "A roof or something. This crowd isn't good for my concentration."

Madoka blinked, "Concentration?"

A few minutes later, they were on the roof of a building, overlooking the city. The three of them were observing Maka warily.

Maka shut her eyes and concentrated. She was getting better at this every day, but it still needed work.

"What she doing again?" Madoka asked.

"Soul Perception," Soul said, "She can detect and see the souls of others, even from a distance. Right now, she's basically scanning the city to see if she can find the kishin egg soul we're after."

"That's amazing," was the awed response.

Maka just continued to concentrate. She started with the souls closest to her. The soul of her partner, the one whose wavelength she knew better then anyone. Then Madoka, with her timid, yet determined soul, Homura with her...!

Almost as soon as she was getting even an inkling of what Homura's soul was like, she felt a violent mental shove and a telepathic hiss of _Focus on finding the kishin egg._

How did she know? From what Maka could tell, Homura was using a form of Soul Protect, using magic to block her wavelength. Maka couldn't tell what kind of soul she had. What did she have to hide?

That wasn't what the main focus was at the moment. Pushing the Homura situation aside for the moment, she continued to expand her range. The souls on the street, in the city, the houses...

There!

It was moving, likely looking for its next prey. Maka turned to the rest of the group,

"I found it, let's go."

Maka started running in the direction of the kishin egg, ignoring Madoka's nervous squeak. Soul was right behind her, and soon, so was the other meister-weapon pair.

It took some time, as the soul they were after was on the move. A few times, Maka had to stop and use her Soul Perception to re-calibrate their position. After a while, she motioned for them to stop along a street corner.

"It's close," she warned, "Just up ahead. Soul, I need you to transform."

The boy nodded, "Right, on it." There was a blue light, as the Demon Scythe took his weapon form. Maka grabbed the handle as it appeared, and the light faded to reveal her partner's scythe form. She twirled it expertly, a habit she picked up to help her quickly get her head in the game.

She looked at Madoka and Homura. Madoka nodded in understanding. "Homura," she said simply.

"Understood," was the other girl's response. There was a purple light, and Maka watched as Homura took her own weapon form. Said weapon, a bow, landed neatly in Madoka's hand.

"I don't see any arrows," Soul noted, his voice slightly echoing from his weapon form.

"Arrows form from your soul wavelength," Madoka explained, "It's...kind of hard to describe..."

"I see," Maka looked at Madoka seriously, "Madoka, I need to know. Are you sure you can do this? Don't you dare say anything, Homura. I need to hear it from her. Do you think you're ready?"

Madoka looked down for a moment. She seemed to be thinking. She then looked up, with a much more confident look then Maka had seen on her so far, and nodded, "Yes, I think I, we, can do this."

Maka nodded, "Okay, it probably goes without saying, but keep your distance. And, please, try not to hit me, I get grazed by Kid's bullets often enough as it is."

Madoka nodded in understanding. The two of them stalked forward closely. It didn't take them long to find their prey.

Up ahead, slinking around corners, was a large creature. It was walking on its hind legs, and it had long sharp claws. Maka watched it warily.

"That's our target," she stepped forward out of the shadows. The creature sniffed the air, then turned to face them.

"So..." it said in a low cackle, "The DWMA finally sends its dogs after me." It raised its long clawed arm, "I've been waiting for this."

Out of seemingly thin air, Maka suddenly detected two more kishin egg souls. They seemed to pop into the air above them. How did they pull off that kind of trick?

She didn't have much time to think about it. Soul called out sharply, "They're coming!" Maka quickly brought up the scythe bar in front of her, and a second later, one of the newcomers, a much more human-looking one although he still had the claws, clanged against it.

She shoved him back, and a moment later, there was a sound of something whizzing through the air. A burst of energy slammed into him. Maka glanced back. Madoka was standing there, looking serious, her bow held up, and in a combat-position.

Maka then refocused on the fight. She charged the one that had been dazed by Madoka's arrow and slashed her scythe through him. A second later, he dissolved, leaving behind a glowing red ball. A kishin egg.

Maka quickly turned her focus to the other one, only to find that it was being hit by a quick succession of energy bursts. A moment later, it too, dissolved. With that finished, she moved her attention to the main one, currently watching from the roof.

Apparently seeing that his minions were gone, he leapt from the roof, landing in front of Maka. Wasting no time, he started swiping at her. She blocked his claws easily with Soul, then dove out of the way of one, intent on maneuvering around the pre-kishin.

She didn't expect him to dark right past her. She looked in the direction he went, and realized that he was heading straight for Madoka! She expected the other girl to freeze up, but to Maka's surprise, Madoka instead launched another series of energy arrows, momentarily freezing him in in place.

That moment was all Maka needed. In the space of the few seconds that it took the pre-kishin to get his bearings again, Maka had caught up, and brought her scythe down on him. He dissolved, just like the others.

It was all over, and they were now standing in an empty street with three kishin egg souls floating in the air.

Without any prompting, both Soul and Homura came out of weapon form. Soul eyed the souls, looking hungry. Homura merely grabbed the nearest one.

"You can take the other two," she said simply.

"You sure?" Soul asked.

"You two did do most of the work," Madoka pointed out, "I didn't do much at all..."

Maka was starting to get an idea of Homura's problem with her meister. "What are you talking about? You did at least half the work. You were great back there."

Madoka blushed. Maka smiled. Just some confidence issues, like Homura said. Madoka really didn't believe that she was all that good. It seemed to would take more than defeating some pre-kishin to jack it up though.

Soul took the two souls that Homura had left to him, and ate them, clearly savoring them in his usual way. He always seemed to enjoy them a lot, Maka noted. Homura, in contrast, merely ate her own meal calmly, with little more than a small satisfied smile afterward.

"That makes your own soul count fifty-six, correct?" Homura stated more than asked.

Maka blinked, "How did you..."

"I have my ways," the other ran a hand through her hair, flipping it away. "We should start making preparations to leave, as we have fulfilled the mission requirements. There's a hotel nearby we can stay at for the rest of the night." She started to walk away. Madoka glanced briefly at the other pair, before following her partner.

The mystery of Homura tugged at Maka's mind again. Just who was she? She knew things, and maintained such an aloof manner. What was her goal? Kyubey said that she was likely competing for territory, but that didn't seem to be the case to Maka. No, there was something else...

"Something up?" Soul was looking at her strangely. Maka quickly shook herself out of her thoughts, and smiled,

"It's nothing."

Her partner shrugged, "If you say so. Come on, I want to hit the sack."

Maka shoved her problems as a magical girl out of her mind for now. She needed to pay more attention. Here, she was a scythe meister, not a magical girl.

She just wished it was a little easier to keep the two lives separate.


	3. Chapter 3

A sincere thanks to all my reviewers!

Thanks to EvaUnit01 for pre-reading this for me!

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica

/

The first day back, Maka used the excuse of wanting to spend time with Sayaka and her friends to get away. She had just about reached them when Homura broke off and walked up to Maka. Homura grabbed Maka's hand, and pressed something into it. Maka blinked and looked at it.

A Grief Seed.

"Go spend the rest of your day with your friends," Homura said.

"Um..." Maka blinked at her, confused.

Homura pointed at the Grief Seed, "That is my token of friendship." She ran a hand through her hair, "From now on, we'll be working a rotation system, hunting in pairs so Kyoko doesn't attack us. This will also give us all much needed free time. Today is me and Sayaka's turn, so you have the rest of the day off. Tomorrow, you will go with me, and the day after that, you will hunt with Sayaka. Is that clear?"

"I guess," Maka looked past Homura towards Madoka and Sayaka. Sayaka waved,

"Have fun Maka!" She yelled.

Maka smiled and called back, "I will!" and clenched the Grief Seed close. She looked at Homura, "Thank you."

Homura nodded, then turned and walked off.

Smiling brightly, Maka clutched the Grief Seed close as she ran to catch up with Soul and the others.

When she finally found them walking away from the school, she called out, "Hey, guys, wait up!"

The whole group, Soul, Black*Star, Tsubaki and the Thompson Sisters, Liz and Patty, all turned, surprise clear on their faces.

"I thought you went to hang out with your other friends," Soul said. Maka mentally winced at the implications in that statement. Well, now she would have time to start making it up to all of them.

"Something came up," she admitted sheepishly, "In any case, I'm now free to spend the day with you guys!" She smiled, "I'm also going to be a bit less busy, so you'll be seeing a lot of me again!"

Black*Star pumped a fist in the air, "Yahoo! That's great news Maka! Now you can spend time basking in my greatness!"

She twitched, "Don't push your luck Black*Star."

It was wonderful. Spending the time with her friends. Chatting with Tsubaki, Liz and Patty, watching Soul and Black*Star make idiots of themselves. At one point, she asked the sisters where Kid was.

"Probably still investigating that case," Liz said, "Me and Patty actually need to join him soon."

"What are you guys investigating anyway?" Maka asked.

"Top secret. Or at least that's the excuse Kid uses. Either way, we're not allowed to tell at the moment."

"Sounds serious."

"It is."

Evening came, and Maka and Soul split from the rest of the group. As the two walked down the street, she said cheerfully,

"Why don't we go out to eat tonight?" She suggested, "I don't really feel like cooking." She walked a few paces before realizing that Soul wasn't following her. Confused, she turned and looked. He was gazing at her oddly.

"What's with you lately?" He asked, "You've been acting really weird."

"Really?" She asked, even though her stomach had dropped, "How so? Other then starting to stay after school more often?"

He seemed to think this over for a moment. He then shook his head, "Never mind." He walked up and past her, "Come on, let's go to that burger joint down the street."

She watched after him for a moment. She was going to start making things up to him. She had been tuned out for far too long. She started following him.

They walked for a few blocks, when Maka caught something out of the corner of her eye. She turned, and spotted a familiar red on a nearby roof.

Kyoko.

Maka tensed. She wouldn't!

Apparently, she really wouldn't. After a few minutes observing them, she jumped off the roof and vanished.

Wondering what that was about, Maka discreetly checked her Soul Gem. It was glowing slightly, indicating a witch in the area. That was probably why Kyoko was there. Maka sighed. At least she didn't have to worry about it if Kyoko was after it. Still the whole thing was a reminder of her other life, and that it was a part of her now, no matter how she had been able to forget for a few hours.

"Something wrong?" Soul looked at her from over his shoulder.

"Just thought I saw someone I knew," She said honestly, "I thought she was here to cause trouble, but she just left."

"I see," he observed her for a few moments, "You know, you can talk to me about anything."

She smiled at him sweetly, "I know." Their fights, bickering, and the fact that he often frustrated her asides, they were close as partners for a reason.

Seemingly dropping the subject, the two of them continued on to the restaurant. They spent the rest of the evening chatting, bickering (with a couple of Maka Chops), and generally hanging out together.

As Maka went to bed that evening, she spotted Blair already curled up on her bed, her tail twitching.

Blair was a cat with a lot of magical power, and somewhere between a house pet and an roommate. The latter was, well, because...

Blair opened one eye and sat up, "Maka! You're back!"

"Hi Blair, I thought you were working tonight."

"Blair is!" In an poof of smoke, Blair had gone from her cat form to her human form. She had large breasts, hips, and was scantily dressed. The only way you could tell she was a cat in this form were the cat ears on her head. "Blair just wanted to ask Maka something."

Maka always felt more self-conscious when Blair was in human form. Blair's endowments always made Maka more aware of her...underdevelopment. She always tried to hide it though, as she maneuvered around the room, starting to get ready for bed.

"What did you want to ask?"

"Who's that strange cat that keeps coming by your room, meow?"

Maka glanced at the curious looking cat-lady. "What strange cat?"

"You know. He had white fur, pink markings, and long ears! Blair isn't sure if its really a cat though. Maybe a fox, or a weasel, meow?"

Maka stiffened. Blair could see Kyubey! How was that possible? Maka turned back to the other, "He's just a stray that I've taken to feeding. I would invite him in, but he always seems to prefer wandering off on his own."

"Oh, Blair sees! That very kind of you, meow!" Blair hopped off the bed. "Blair's going to go to work now, kay? Bye!" With that, the cat was out the door.

Maka exhaled. She didn't see that one coming. But how could Blair see Kyubey? Then again, she wasn't really completely sure of the mechanics behind how one could see Kyubey or not. It was possible that anything with magic or magical potential could see him. She would have to ask him about it later.

She otherwise went to bed content. Tomorrow, it would be back to hunting, but this day had been fantastic.

Too bad it couldn't last.

n/n/n/n

The next day, Maka told her friends that she wanted to spend time with Sayaka and company. It would be her new excuse for witch hunting, she decided. She went to the meeting spot, and met with Sayaka, Madoka, and Homura.

They talked about the results of yesterday's hunt. Maka related to them her encounter with Kyoko, to which the other two confirmed that she had been hovering around them too.

"She probably feels threatened," Homura said, "With four magical girls in this city, she is afraid that there won't be enough Grief Seeds to go around."

Maka had never thought of that, "Will there be?"

"Enough for us," she said simply, "We will leave enough witches for Kyoko to get the kills she needs."

"Why don't we just invite her to be on the team?"

"You remember your first encounter with her?" Sayaka asked. Maka nodded. She remembered all too well. "That's why. Kyoko wants things done her way or not at all."

After chatting for a few more minutes, they decided to split off. Maka and Homura were going hunting, Madoka accompanying them. Sayaka was going to look into a few partnership requests she had gotten.

"Don't hold your breath," Homura said.

"Hey," Sayaka put her hands on her hips and glared, "I could actually have something this time. One of them sounded really nice."

"Even if they sound nice, will you be able to match soul wavelengths with them?"

Sayaka looked away nervously, "Er..."

Maka looked at Sayaka curiously, "You mentioned have trouble with that before."

Sayaka rubbed the back of her head, "Yeah. Apparently, I have a 'really inflexible' wavelength or something like that. It's been making it hard for me to find a meister."

Maka smiled at her comfortably, "I know someone else like that. Except his problem is mostly his ego. He ended up finding a partner who could match her wavelength to his, rather then the other way around. You might find someone like that too."

"Who says Sayaka's problem isn't ego too?" Homura asked coolly.

Sayaka was about to retort, when Maka cut in, "You know that guy who's constantly yelling about surpassing the gods and holding a big show?"

"Yes..."

"That's who I'm talking about. If Sayaka has an ego as big as that, I would like to see the two of them in the same room together. Could be interesting."

"...I see your point..."

They were about to split up, when Maka spotted none other than Death the Kid approaching, flanked by the Thompson Sisters.

Death the Kid was the son of Lord Death, the Academy's founder. Kid himself was a Reaper, albeit one still coming into his powers. He wore a black suit over a white shirt, and had short black hair. One one side of his hair, were three white lines.

Maka was surprised. She hadn't seen Kid in a while.

"Good day Maka," Kid greeted, nodding to her, "I see you opted out of spending the day with your other friends."

Maka shrugged, "There's only so much one can endure from Black*Star."

"I agree," he then turned his attention to the other girls. Maka noticed Homura tense out of the corner of her eye. "Good afternoon, I trust you are all doing well."

"Um, Maka, do you know this guy?" Sayaka asked.

"Yeah," Maka nodded, "Everyone, this is Death the Kid, he's a friend of mine."

"He's also the son of Lord Death," Homura said, "He's one of the most talented meisters here at the Academy. So, tell us, what are you doing here?"

Kid looked amused, "Cutting right to the chase I see. Very well. I'm actually here to talk to Sayaka Miki and Madoka Kaname."

The two of them looked confused. "Talk to us about what?" Sayaka asked.

"I'm here to discuss the matter pertaining to the recent disappearance of Mami Tomoe."

Both Madoka and Sayaka looked taken completely off guard. Homura's stance had become even more tense, and Maka could tell that the raven-haired girl was ready for a fight at a moment's notice.

"Wh-" Madoka stuttered, "Why do you need to talk to us about Mami?"

Death the Kid's tone was matter-of-factly, "According to her weapon partner, Thomas Moran, she spent quite a bit of time with the two of you before she disappeared. I wanted to see what you know about what happened."

"I wasn't aware that she had even been reported missing..." Sayaka admitted.

"Thomas was, naturally, the first to notice that she was gone. According to him, when she didn't come home, he initially didn't worry, as she had taken to sometimes disappearing for a couple of nights. However, after she had been gone for several nights, he reported her missing. There are...odd circumstances regarding it. Therefore, Lord Death put me in charge of the investigation.

"Therefore, I must ask you again. Do you know anything about the disappearance of Mami Tomoe?"

Madoka and Sayaka cast nervous glances at each other. They were obviously trying to rack their brains for what to say.

"A pre-kishin got her." Everyone turned to surprise, as Homura walked up to Kid, "I didn't see those two with her when it happened, but I was there. I was out shopping when it happened. She's dead."

Sayaka looked surprised. Madoka looked like she was about choke up.

Kid looked thoughtful, "That isn't the whole story, is it?" Homura tensed again. "There's something else going on. I'm going to find out what."

"...Look at you shirt..."

"Hm?" Kid looked down. Maka could practically feel the sweat drop as she saw what had suddenly appeared there. Several tears, and some stains. She was willing to bet that Homura's magic had something to do about it.

"NOOOOO! It's not...! I'm not...!" He suddenly collapsed, "I'm not symmetrical! How did this happen? When did this happen? Oh...I'm useless...garbage..."

Liz groaned, "And there he goes..."

"I don't envy you two," Maka commented, "He seems like a real handful sometimes."

"You have no idea. Excuse me while I try to keep our meister from contemplating suicide or something."

While the sisters tended to the distraught Kid, Homura turned, "Let's go." She said.

Sayaka was staring at the scene with Kid and the Sisters, "What's with him?"

"Kid has a thing about symmetry," Maka explained, "I'm kind of used to his breakdowns by now but still..." She glanced back at the trio as they walked away.

"Will he be okay?" Madoka asked.

"He'll be fine," Maka assured her. "Liz and Patty know how to handle him when he gets like that. They'll pull him together soon enough."

As they walked away from the school, questions nagged at Maka's mind. She decided she needed to voice them.

"Hey..." she started, "Who was Mami Tomoe?"

Both Madoka and Sayaka stopped in their tracks. Both of them hung their heads. Homura turned around, and looked at them both. She seemed to be looking at Madoka in particular.

"Mami was..." Sayaka started, "Mami was..."

There was a sniffle. Maka realized that it came from Madoka. Instantly, Homura was at her meister's side, holding her shoulders.

"You don't have to talk about it if you don't want to," Homura said, her tone soothing.

Madoka shook her head, "No...I want her to know...I don't want Mami to be forgotten like that..." She turned to Maka, "Mami was the magical girl who guarded this city before Sayaka made the contract. She was brave, kind, strong, and she believed that magical girl should stand for justice. She was...everything a magical girl should be..." Madoka sniffed again and wiped at her eyes.

"She was my inspiration," Sayaka now spoke, looking down, "She was the one who mentored me and Madoka, introduced us to the world of magical girl. Then she..." she swallowed, "A witch got her. Me and Madoka saw her die right before our eyes..."

"She was foolish," Homura now said, "She was overconfident and payed the price."

"Don't say that!" Sayaka hissed, "Mami was the greatest!"

"If she was so great, then why is she dead?"

Sayaka couldn't answer that and looked down. Madoka looked at Homura sadly, "Why do you keep saying things like that?," Madoka asked, "Why do you keep...?"

"I am merely stating facts," Homura replied, "Mami Tomoe was a skilled veteran, I will give her that. But she made a mistake, and that cost her her life."

Madoka choked. Homura placed a hand on her shoulders, "I know that you looked up to her. I'm truly sorry that what happened to her happened. But that doesn't change the facts." The only response she got was a nod, and Maka could tell that the other girl was trying to keep from crying.

"A witch killed her?" Maka now asked, "Then..."

"When you die inside a barrier," Homura said, "You don't leave behind a body. That is why Mami will remain a missing person. Or at least I assumed." She looked at Maka seriously, "Who knows that you're a magical girl?"

"No one!" Maka said quickly, "I haven't told anyone! Not even Soul!"

"You should tell him," Homura said.

"What?"

"You need to tell him. You can't continue to keep this a secret from him."

Maka leaned back nervously. She knew that. Of course she knew that. "I'm going to tell him...just not yet..."

"And how many times have you told yourself that since you made the contract?"

She flinched. Madoka looked at Homura, "Please, Homura. Don't push her like that."

"I am merely stating facts," Homura looked at Maka, and she suddenly felt like the other girl was staring straight into her soul, "You can't keep something like this hidden from your own weapon."

Maka nodded, "I know. I'm going to tell him. I just need to figure out how."

Homura eyed her, then said, "Death the Kid's 'investigation' worries me. If you haven't told anyone but us, then that means that he is likely unaware of the system. At least for now. We're going to have to keep an eye on him. Otherwise, at the rate he's going, his curiosity will get the better of him, he'll stumble right into a witch barrier and get himself killed."

"A witch barrier wouldn't kill him," Maka said, "I mean, he has Liz and Patty..."

"But as someone without magic, he won't be able to fight effectively, assuming he'll know what's going on at all. Assuming that he'll even be able to see everything clearly. Demon Weapons can harm witches and their familiars, but usually only when the meister is a magical girl. I'm not sure if they will affect them if this isn't the case.

"And if he is able to fight, the chances of him actually escaping the barrier are slim. He would have to do what we do, find the witch and kill it. All without being a magical girl. What do you think the chances of him being able to do something like that are?"

Maka went silent at that. She had a point. Then something she said struck her.

"Wait, Demon Weapons can be used to fight witches?"

"If the meister is a magical girl, yes. The meister in magical girl form can run magic through the weapon, giving it the ability to destroy witches."

"Mami was a meister, wasn't she? Did she ever...?"

Homura gave Maka another look, "If her weapon knew what had been going on, he would have never have reported her as missing, and Kid's investigation would not be occurring right now."

"But, Soul could..."

"If you brought him with you, yes. You could easily use him."

Maka considered the implications of that. If she could tell Soul...use him in these battles...Then it wouldn't be much different from hunting witches then, would it? They could fight together, just like they usually did...

Then the memory of that day surfaced. It reminded of her of why she had made her wish in the first place. What she had accepted this life for. She looked at Homura hard, "No, I won't let him get involved in this."

Homura looked like she was about to say something else. Then she stopped. There was a moment of silence, and Maka noticed her glance at Madoka. Homura then said, "Very well then. But you still need to tell him. He needs to know."

Maka nodded. She would, when she was ready.

"So," Sayaka spoke, "Are you two going to go out hunting or not?"

n/n/n/n

They didn't find a witch, but they did find a familiar. Once they were done, Maka had to split off from them to head home to eat dinner.

As she walked down the street, she suddenly felt a twinge. Her Soul Perception was picking something up. She concentrated slightly. It was...Kid!

She whirled around, just in time to see the Reaper emerge from the shadows nearby. The sisters weren't with him, and she suspected he had already sent them on ahead.

"I see your Soul Perception had been getting stronger," he noted.

Maka nodded, hoping she wasn't coming off as nervous. She had a pretty good idea of why Kid was here. "Yeah, it's getting stronger all the time."

Kid looked at her seriously, "Maka, did those two girl tell you anything about Mami Tomoe."

She tried not to flinch. She nodded, "Yeah they did. Apparently, they were really close to her. They hadn't seen her for a while. It was a real shock to learn she's dead."

"I'm not sure if she's really dead or not," Kid said.

"What do you mean?" Maka asked, despite the pit forming in her stomach.

"Contrary to Homura Akemi's statement, there was no pre-kishin in Death City during the timeframe that she went missing." She stiffened. "In addition, a body hasn't been found. While her soul may have been eaten, there is no evidence of such."

Maka paused, before speaking, "I'm not really the one you should be talking to about this."

"Perhaps not," Kid studied her. It took a lot of willpower for her not to appear nervous.

"Anyway, I need to get home before Soul starts to worry. He's probably already started dinner." She started to walk past Kid, when his next words stopped her.

"It's interesting that you should mention Soul," She turned to face the other, even though his back remained turned to her, "I've talked to Liz and Patty, and they've talked to Soul in extension. He says that you haven't been around all that often. In addition, you've recently revealed that you have been spending plenty of time with Sayaka and Madoka." He now turned to face her.

"Are you aware, Maka, that you are displaying similar behavior that Mami Tomoe did before she disappeared?"

Maka didn't respond. She just stood there, tense. Kid continued, "And it's not just you and Mami. I've been investigating. There are other girls in the past who suddenly became secretive, seemingly overnight, slowly cutting themselves off from friends and family, and occasionally seen suddenly spending time with a new group of friends, other girls usually. All of them have disappeared without trace."

He looked at her, serious, "There's something going on Maka. Something big enough that it affects multiple people, yet has also managed to escape the attention of my father up until recently. Tell me, what is happening?"

Maka clenched a fist. Kid was close. Close to finding the truth. But for his own safety, he could never know the full thing. "There's nothing happening," she said flatly.

"That's a lie. We both know that."

She looked at Kid over her shoulder, "I really need to get home." Before Kid could say another word, she ran off, in the direction of her apartment.

She didn't stop until she reached the front door. She stood in front of it, panting.

A part of her wanted to just run in there and tell Soul everything. About being a magical girl, about the witches, and about what had happened to Mami. But another, stronger part of her reminded her of her wish.

"_I wish..."_

If she told Soul, he would want to get involved. He would want to protect her, like he usually did. But to allow him to do that would be to go against her wish. To go against what she had made the contract for...

She stepped inside the house, and was hit by the smell of food cooking. She knew that Soul was in the kitchen, making dinner.

"I'm home," she called.

"Where have you been?" Was the answer she got back.

"Out with Sayaka and the others," she collapsed onto the nearby couch. She suddenly felt tired. She fingered her Soul Gem ring. After a few minutes, Soul announced that dinner was ready. She took her seat at the table, as Blair, in cat form, jumped up on the table. Soul soon came out with dinner, a fair-looking soup.

Once the three of them sat down and started eating, Soul spoke, "Blair mentioned something interesting today."

"Really?" Maka asked, "What?"

Blair, was had been lapping her soup from the bowl, lifted her head up and licked her chops, "Blair saw that strange cat again today." Oh no. Maka tried to suppress her growing dread as Blair continued, "Blair tried to talk with him, but he said he was too busy to talk! He wouldn't even say his name. How rude, meow!"

Maka mentally exhaled. So, Kyubey hadn't said anything to Blair. Not yet at least.

"Who exactly is this strange cat anyway?" Soul asked.

Maka decided a partial truth would be best here, "His name is Kyubey. He's just a stray I feed and talk to every once in awhile. He's not very social, but I think he keeps coming back because I keep giving him food."

"This is my first time hearing about it," He commented.

"If I told you about it, you would want to see for yourself. He's very skittish, and I didn't want to scare him off."

"I see." The rest of dinner was spent in relative peace.

When Maka retired to her room, she was greeted by a surprise.

"Good evening Maka," said Kyubey, who was sitting on her desk, tail swishing.

Maka shut her door and groaned, "There better be a good reason you're here."

"There is," Kyubey said, "It concerns something that I believe Homura talked to you about earlier. Sayaka told me about it. About Demon Weapons?"

"Yeah," Maka said, "What about it?"

"Such a thing has never been tested before. Although it is possible that Homura was merely theorizing, from what Sayaka related to me, she seemed to be talking from experience. However, how could she have experience with something that has never happened before?"

That gave Maka pause. She decided to see something first, "Do you mean 'never happened' as in no one has really ever tried using a Demon Weapon before, or 'never happened' as in it's been tried, but no one has ever been successful before?"

"As in no one has tried using a Demon Weapon before. Certainly it's possible, in theory. But such a thing has never been attempted."

She looked in the direction that she knew Soul's room was in. Kyubey seemed to notice, "I wouldn't recommend it. It's entirely untested, completely theoretical, and there's no telling the chances of success. In the worst case scenario, you would be putting the weapon's life in grave danger."

"Who said I was thinking about it?" She asked, slightly miffed, "I wouldn't dare get Soul involved."

"I didn't think you would. That would be going against you wish, wouldn't it?"

Maka sighed. She flopped down on her bed. Kyubey spoke again, "The main problem remains, how did Homura know of this? Why does she know the things she does? She's just one mystery after another."

Maka shook her head. She was too tired. "I can't think about it tonight." She then remembered something and sat up, "Wait, is it true Blair can see you?"

"The cat?" Kyubey asked, "Of course. Almost anything with a decent amount of magic can see me. The 'other' kind of witches can see me, although they can't make a contract. I usually don't bother with them. My business is with magical girls."

"That makes sense." She sighed. "You have other things to do, don't you? Spend the night somewhere else. The last thing I need is Blair coming in and alerting Soul that you're here."

"I understand. I was planning paying Madoka a visit after this." Kyubey was then gone. Maka was glad that he went.

She fingered her Soul Gem ring. Things were starting to get complicated. Really complicated.


	4. Chapter 4

A sincere thanks to all my reviewers!

Thanks to EvaUnit01 from TVTropes for pre-reading this for me!

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica

/

The next day, Kid and the Thompson sisters finally reappeared in class. Maka was afraid that he would bring up the events from yesterday, but to her relief he didn't. At least not at first. Instead, he chatted with them all like nothing happened.

"What were you doing anyway?" Soul asked.

"Important business for my father," Kid said, "A student, a rifle meister named Mami Tomoe, went missing. No body has been found, nor evidence of whether her soul has been eaten. It is like she has vanished from the face of the earth.

"My father believes it to be connected to something much bigger. So he asked me to investigate. So far, while I haven't hit on anything concrete, I have reason to believe that there is much more to Tomoe's disappearance then meets the eye."

"Sounds serious," Tsubaki noted.

"It is," Kid said seriously. He glanced at Maka. She tried not to squirm. He didn't seem like he was going to call her out on last night though.

"You should have seen those girls we interviewed yesterday," Liz said, "They were totally hiding something. Then one of them set off Kid's OCD and they ran off before we could push them more."

"Those girls were acting suspicious," Kid agreed, "And we'll get to them again soon enough. But there's something else I want to look into first."

The rest of the day went relatively smoothly. After school let out, Kid and the sisters split off from the group. Maka followed shortly after.

When she went to go meet with her fellow magical girls, she found that Sayaka was fuming.

"Did something happen Sayaka?" Maka asked.

"Yeah," Sayaka said, sounding as angry as she looked, "That damn Kyoko showed up at my door last night. I found out that she's been going through my mail. She was holding a letter Kyosuke sent me. She said, 'Is this really what you wished for?' and 'Have you even admitted that you like this guy?' and other crap like that. It pissed me off."

"Are you okay? She didn't try to attack you, did she?"

She shook her head, "No. At least not this time. But still..." She looked away.

Homura looked at Sayaka humorlessly, "You still haven't told Kyosuke that your feelings?"

Sayaka blushed, "N-no! Not yet! Its...not the kind of thing you can just admit in a letter!" She looked away, flustered, "I am planning on telling him though. When he gets back from his tour, I'll be right there to greet him and tell him how I feel."

Madoka giggled, "That sounds so romantic Sayaka."

"Y-yeah," Sayaka didn't look back, but she seemed to turn even redder.

Homura looked at Sayaka, as if contemplating something, before turning to Maka, "You will be hunting with Sayaka today. Good luck. Come on Madoka." She tugged on her meister's sleeve. The other girl nodded and began following her.

"What are you two going to do?" Maka asked curiously.

"Practice mostly," Madoka admitted, glancing over her shoulder, "We need to keep up our skills, and there are a few new tricks with Homura that I want to try."

Maka smiled at them, "If you ever need a sparring partner, me and Soul would be happy to help."

Madoka smiled back, "Thanks I'll keep it in mind. And we'll probably take you up on that offer sometime. Death knows we could use all the help we can get." The two of them then left.

Sayaka watched after them. "Madoka's a great meister," she commented, "She just has a hard time believing it."

"I noticed," Maka replied.

Sayaka stretched, "Well, those witches aren't going to get themselves. Let's see if we can't snag a Grief Seed for the group, shall we?"

The two of them went out into the city to start hunting. This consisted mostly of wandering around with their Soul Gems, trying to pick up a reaction.

While looking for their prey, Maka's Soul Perception picked something up. She quickly looked in the direction of a nearby alleyway. She tensed.

"Something wrong?" Sayaka asked, noticing Maka's glance. She looked in the same direction. She also tensed.

There, emerging from the shadows, was Kyoko. She wasn't in her magical girl outfit, instead, she was dressed in a causal blue-green jacket and jean shorts. She was munching on some kind of kabob.

"How'd ya know I was there?" She asked, sounding slightly impressed.

"That's none of your business," Maka said curtly, "What do you want Kyoko?"

Kyoko smirked, "It's not obvious?"

"We aren't going to leave those familiars alone Kyoko!" Sayaka yelled, "So you can just forget about it!"

Kyoko continued smirking, "This coming from the prissy girl who wasted her wish on a guy she can't even admit her feelings too." Maka glared at the red-haired girl.

"I don't see what you have to complain about," Maka said, "We've been leaving witches for you to go after. You should have a steady supply of Grief Seeds. So why are you still bothering us?"

"Cause frankly, the three of you are starting to piss me off." Sayaka now glared at Kyoko along with Maka at those words. The two of them tensed, and Maka felt anger at the girl rise up as she took a bit of her kabob. "Ya see, the three of you are tromping around like you own this town. It's starting to really get on my nerves."

"What do you plan on doing about it? You can't take on both of us."

"Maybe I can't," Kyoko admitted, "But..." She looked at Maka, "What did you wish for anyway? Tell me you weren't an idiot like this girl here." Kyoko gestured to Sayaka.

"That's none of your business!" Maka hissed.

"Oh, sensitive. Well, I just hope it wasn't something stupid like your friend did. I mean seriously, why would she use a once-in-a-lifetime chance on a stupid crush like that? Using magic for anyone but yourself always turns out bad. If she really wanted to make him hers, she should just crush his arms and legs. Make him so helpless he'll never be able to do anything by himself ever again." She gave Sayaka an unnerving grin, "Then he really would be yours, both his body and his soul."

Sayaka looked angrily at Kyoko, her fists clenched, "You..."

"Oh, don't like that idea? Or maybe you just don't have the stomach for it? If it bothers you so much next time I see him I can mess him up for you."

Sayaka charged forward quickly, "That's it! We're going to end this, now!"

"Sayaka, no!" Maka looked at the other girl, feeling panic rise in her chest, "She's just egging you on! If we're going to fight, we need to fight her together!"

"Stay out of this Maka!" Sayaka snapped, "I need to do this!"

Kyoko smirked again, "Not here. We would attract too much attention. I know the perfect place though."

n/n/n/n/

Maka didn't follow them. Not right away. The first thing she did was call for Kyubey. The white creature appeared almost immediately.

"I saw what happened," he said, "It looks like they're really going to go at it."

"That's why I asked for you. I need you to find Madoka and Homura. Tell them what's going on and lead them to it. I'm going to see if I can stop this before it gets too far."

"I understand. I'll be back with them!" Kyubey was then gone. Maka looked at the spot he was in a moment again warily, before turning and running in the direction she had seen Sayaka and Kyoko go in.

Using her Soul Perception, it didn't take very long for her to find them. Just outside of Death City was a highway that led in and out of the city, crossing the vast desert that surrounded it. The two of them had picked a wide pathway running above the highway.

When she got there, the two of them had already squared off.

"Sayaka!" Maka called, coming up behind the girl.

"Maka?" Sayaka glanced over her shoulder, "I told you to stay out this!"

"Think for a moment!" Maka stopped in front of her, "Do you really think you'll be able to face her?"

"I don't care! I just want to settle this!"

Kyoko smirked, "Big words from a rookie." She was enveloped in red light. The next moment, she was in her magical girl outfit. She twirled the spear she was wielding. Sayaka seemed unperturbed and held out her Soul Gem.

Maka clenched her fists at the other's girl's idiocy, "Sayaka, you're being stupid-"

Before she could continue, there was a call of "Sayaka!" Maka turned around. Madoka and Homura, with Kyubey running alongside them, were now coming up.

"Oh look, it's the ringleader," Kyoko mocked, "Came to bail out your friends?"

"Sayaka," Homura stepped up to the girl now, "Stand down."

"No!" She snapped, "I won't!"

Homura gave her a very long, hard stare. Then she said, "Then if you wish to fight, you can fight me instead."

What? Madoka's expression of horror mirrored Maka's. Homura wasn't really going to fight Sayaka, was she?

Sayaka looked at Homura angrily, "So that's how it is, huh? Fine, I can take you!" She held out her Soul Gem, ready to transform.

There was a cry from Madoka, "Sayaka stop it!" She ran forward, snatching Sayaka's Soul Gem from her hands. "I'm sorry!"

Maka suddenly realized what the distressed girl was going to do. "Madoka, NO!"

Too late.

Maka's heart stopped as Madoka threw the Soul Gem over the side.

Homura, to her credit, realized, with horrified eyes, what had just happened and vanished. Sayaka, on the other hand, didn't seem to grasp what had just happened. She stomped over to Madoka.

"Why did you do that Madoka!" She fumed.

"But if I didn't you would have..." Whatever Madoka was about to say was cut off by Sayaka collapsing onto her. "Sayaka?"

"Oh no..." Maka whispered, as Madoka called to her friend. Kyubey hopped over next to her,

"That was really bad Madoka," the creature said. Madoka looked at him, confused, "Are you out of your mind? How could you throw away your friend like that?"

Madoka looked at him with horror, "What do you mean?"

Kyoko stalked over. The red girl felt Sayaka's neck. Her eyes immediately widened.

"What the hell's going on here?" She lifted the other girl up, " What is this? She's dead!"

Maka shut her eyes once she heard Madoka start crying over Sayaka. She didn't want to see this. She didn't want to see their faces as they realized the harsh truth. She heard Kyoko snap at Kyubey, and she heard Kyubey give his speech.

The same speech that he had given her when she had first become a magical girl.

The truth about the Soul Gems.

_Maka felt a tug at her chest once she had made her wish. Her Soul Perception started picking something up. Her own soul was...being dragged out! She could only watch as the bright light that had emerged from her chest formed into a ball shape._

"_It is done. Your wish has surpassed entropy."_

_She could only look at the ball of light in horror. Her Soul Perception wasn't lying. That was...her soul...What had that creature just done!_

"_Now...take hold of your new power!" Maka reached out and grabbed the ball of light. There was a flash, and suddenly, she was holding a egg-shaped object. That was...her soul now. Words couldn't describe what she felt._

_The gem apparently activated. She felt herself change, and soon her outfit was replaced by a new, frilly, white one. She felt that the gem had just moved to a new place around her neck._

The price of her wish...

_She glared at the creature. "What did you just do!"_

_He swished his tail, "What do you mean?"_

"_My soul...You took it out! Why!"_

_The creature, who she would later know as Kyubey, sighed, "It's simple really. Do you really think I would let you fight witches with a fragile body like yours? No. In this way, your soul is in a compact, easy to protect form. Without the modification, you wouldn't even be able to take one hit from a witch."_

"_You...!"_

"_Don't you see how convenient it is? If all your blood pours out, or your heart explodes, you'll be able to heal yourself with magic and get right back up again! You're basically invincible."_

_Maka could only glare at him angrily._

She had, with time, come to terms with it. Despite the new state of her soul, she could still match wavelength with her partner and perform Soul Resonance. And, when she really thought about it, it was worth the wish she had made.

Didn't stop her from being seriously pissed at Kyubey for a long while afterward.

When she opened her eyes, she saw the Homura had returned, holding Sayaka's Soul Gem. She gently placed in Sayaka's hand.

The girl jolted, the slowly sat up. She looked around, confused.

"What? What happened?"

n/n/n/n/

The next morning, when they reached school, Maka broke off from Soul to find Sayaka.

"Did something happen?" He asked, "You were more gloomy than usual last night."

Maka lowered her head, "Yeah, something did happen. Sayaka...got a huge shock last night. I want to make sure she's okay."

"What happened?"

"It's a personal matter," she explained.

"Maka!" Maka turned in time to see Madoka coming up, Homura right behind her.

Maka smiled sadly at the two girls, "Good morning Madoka."

Madoka didn't smile back, "Good morning," she said, looking down slightly. "How can you be so cheerful after...?" Her voice trailed off and she looked at Soul warily.

"Why don't we go someplace private to talk?" Maka suggested. She looked at Soul, "I'll catch up with you after school, okay?"

Soul shrugged, "Fine."

To Maka's mild surprise, Madoka turned to Homura, "Can you go on ahead without me? I kind of want to talk to Maka alone."

Homura eyed her meister for a moment, before saying, "Very well. I'll see you in class."

The two of them walked off, leaving their weapon partners behind. They walked for awhile in silence, before Madoka spoke,

"I haven't been able to find Sayaka. I heard from some of the other girls that she's not in the dorms and wasn't seen leaving for school."

Maka looks at the other girl sadly. So, Sayaka wasn't taking it very well, was she? "The whole thing must have been a nasty shock for her. I'm not surprised she wasn't feeling up to coming to school."

Madoka nodded, looking down. Another moment of silence, then, "Maka, did you know? About the Soul Gems..."

Maka nodded, "Yeah, I did. The moment I made my contract, my Soul Perception allowed me to know what Kyubey had done. I admit, I was really pissed at him for that."

"Homura knew too," Madoka said.

"I thought she did."

"I asked her why she didn't tell us, and she said, 'Would you have believed me?' She says that no other girl she's told has ever believed her."

"That's not surprising, it is kind of hard to believe," Maka in the distance thoughtfully, "A magical girl's first instinct is to trust Kyubey. They don't want to believe that he has done something like this." She turned back to Madoka, "Speaking of Homura, what is she? Kyubey called her an 'anomaly.'"

Madoka blushed slightly, as if remembering something, "I know she can come off as harsh a lot. But she's actually really nice. To me at least." She looked at Maka, "Its strange, but I think I met her before she arrived at the Academy."

"Really? How so?"

"Right before she showed up, I had a really strange dream," Madoka's voice become distant, "Kyubey was there, as was Homura, and Homura was fighting this huge thing...Kyubey was trying to get me to contract, telling me I could change fate. I was about to do that...then I woke up."

"And when Homura showed up the next day..."

Madoka smiled sheepishly, "Yeah, you can imagine my reaction. Especially after she came up to me and asked to be partners. I was really surprised when I first wielded her. Our soul wavelengths match up really well. We make a great team...Even though she does most of the work."

Maka looked at Madoka sympathetically, "You really believe that?"

Madoka nodded, "She's the one always leading, always the one to know what to do...without her, I'm pretty useless. I'm not all that strong by myself."

Maka felt another pang of sympathy for the girl. She used to think the exact same way. Between Black*Star and Kid, she was the only one unable to fight without her weapon.

"I know exactly how you feel," Maka told the other girl. The other's head snapped up, "I used to believe that I was weak. My two best meister friends are strong even with their weapons. Without Soul, I was helpless. Unable to do anything. I was nothing without him." She looked forward.

"Is that why you made the contract?" Madoka asked.

"Part of it. Being a magical girl means that I finally have the strength to protect Soul, like he's protected me all this time."

Madoka looked at her in realization, "Is that what you...?"

Maka smiled at her sadly, "That was about half of it."

"What was the other half?"

_It was supposed to be a routine mission. Find the kishin egg soul, kill it, and claim it. Routine._

_This wasn't supposed to happen. Soul wasn't supposed to get hurt like this. Yet he had, he was. Injured taking a blow from the monster, protecting her, like he always did. Now he was on the ground, bleeding out and..._

"_Please...wake up..."_

_Maka leaned over Soul, all too aware of the tears that were streaming down her cheeks._

"_Don't die please...You can't die!"_

"_Is that really what you wish for?"_

_Maka looked up. There, sitting a few feet from her, was a white weasel-like creature. It's fluffy tail was twitching back and forth._

"_If you truly wish for him to survive, I can make that happen."_

_She sat up a little, hope stirring in her heart, "Can you? Can you really do that?"_

"_Yes. Make a contract with me. In exchange for a wish, any wish, you will become a magical girl and accept a life of fighting."_

"_A magical girl?" She had never heard of something like that before._

"_Yes. You will gain great power, and fight witches. Not the witches you're thinking of, but monsters born of curses."_

"_Power...I'll...become stronger?" Strong like Kid and Black*Star? Would she finally be able to fight on her own, without having to rely on Soul so much?_

_Would she be able to protect Soul for once?_

"_Much stronger," the creature assured her, "You'll be able to do incredible things."_

"_All for a wish..." It all seemed too good to be true. She looked down at the dying boy on the ground, "Any wish?"_

"_Any."_

"_Then," Maka looked at the creature, a hand over her heart, "I wish to save Soul, and from now on, have the power to protect him!"_

_She felt a tug at her chest once she had made her wish. Her Soul Perception started picking something up. Her own soul was...being dragged out! She could only watch as the bright light that had emerged from her chest formed into a ball shape._

"_It is done. Your wish has surpassed entropy."_

_She could only look at the ball of light in horror. Her Soul Perception wasn't lying. That was...her soul...What had that creature just done!_

"_Now...take hold of your new power!" Maka reached out and grabbed the ball of light. There was a flash, and suddenly, she was holding a egg-shaped object. That was...her soul now. Words couldn't describe what she felt._

_The gem apparently activated. She felt herself change, and soon her outfit was replaced by a new, frilly, white one. She felt that the gem had just moved to a new place around her neck._

_She suddenly felt power start flowing from her. Reaching out, she placed a hand over her injured partner. She watched, in relief and amazement, as the wound healed itself, and Soul began to breath normally._

_He would be okay._

_But at what cost?_

_She glared at the creature. "What did you just do!"_

_He swished his tail, "What do you mean?"_

"_My soul...You took it out! Why!"_

_The creature, who she would later know as Kyubey, sighed, "It's simple really. Do you really think I would let you fight witches with a fragile body like yours? No. In this way, your soul is in a compact, easy to protect form. Without the modification, you wouldn't even be able to take one hit from a witch."_

"_You...!"_

"_Don't you see how convenient it is? If all your blood pours out, or your heart explodes, you'll be able to heal yourself with magic and get right back up again! You're basically invincible."_

_Maka could only glare at him angrily. The creature sighed again,_

"_You accepted this in exchange for a wish. And that wish came true, didn't it?"_

_She looked at the now merely unconscious Soul. He would survive. Her wish had seen to that. Even knowing what she did now, would she still go back and make the wish?_

_She would, she decided. It was worth it. More than worth it, to continue to have Soul be her side._

"That's so..." Madoka was trying to find the words for it, "Selfless..."

"I don't think it was all that selfless," Maka said, her arms behind her back.

"So, you don't regret making that wish?"

She shook her head, "No, why would I? If I hadn't made that wish, Soul would have died. I'm reminded of my wish every time I look at him. Every time I use him in battle. He's still here, still my weapon, still my partner, and now, I can protect him. I would never regret something like that."

Madoka smiled slightly at Maka, "It sounds like you and Soul are really close."

Maka smiled back, "We are. We're even able to perform Soul Resonance. I can't really see myself with another partner at this point."

"I wish me and Homura could be like that...I mean, like I said, she's nice to me but..." Madoka looked away slightly, "I get the feeling she isn't telling me something. Something important..."

"You shouldn't let that stop you," the other girl's head snapped back to Maka, who was still smiling, "There was a lot that me and Soul didn't tell each other when we first became partners. There's a lot of stuff we still haven't told each other. What matters is that your soul wavelengths sync, and that Homura clearly cares about you. Like any relationship, you just need to work at it. And, someday, she'll tell you that important thing."

Madoka nodded in understanding.

They parted ways for class, promising to meet again tomorrow, as it was Homura and Sayaka's turn to go witch hunting and Maka would be spending the afternoon with her friends.

The whole day though, Maka worried about Sayaka. She hoped that she would be alright...


	5. Chapter 5

Sorry this took so long! First, I had writer's block. Then my pre-reader had a bunch of stuff dropped on him. As a result, this chapter isn't pre-read.

So, you guys asked me some questions. I decided to take this author's note to answer some of them.

It's actually not possible for a magical girl's soul to be absorbed at all. The Soul Gem protects their soul, even if it is eaten. If a magical girl's body is destroyed by a Demon Weapon, they don't leave behind a soul, as it is already outside their body in the Soul Gem.

Blair CAN see witches, she just hasn't encountered one yet. Watch this cat, she'll become slightly more important later.

Maka's magical girl symbol is a feather. In one chapter of the manga (manga only, anime diverges and ends before that point), she finds out that she has a 'Grigori' or angel-winged soul. This sends her on a bit of an 'angel' kick (much to Soul's annoyance). Her magical girl outfit and symbol reflect not only that she has a 'Grigori' soul, but also her desire to be a sort of 'guardian angel' to her partner.

I haven't forgotten about the mark. It just hasn't been an important detail to bring up. I doubt it ever will be.

Kid does have Soul Perception abilities like Maka. But I believe that it's been stated that it isn't nearly as powerful. He can generally sense that her soul is in her general area, and doesn't think beyond that, as he doesn't have any reason to.

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica

/

Maka received a surprise when she went to meet with Madoka and the others the next day.

The first thing she noticed was that not only was Sayaka back, but she was accompanied by Kyoko.

"Kyoko?" Maka asked in confusion, "What are you doing here?"

The redhead shrugged, "You guys obviously have a good thing going here. You know what they say, if you can't beat em, join em!"

Sayaka seemed sheepish, "Me and Kyoko had a bit of a heart to heart. I also managed to convince her to join us in the process. As long as she gets her fair share of Grief Seeds, she'll start eliminating familiars with the rest of us."

"I get it," Maka smiled at Kyoko, "It's nice to have you on our team Kyoko."

"If you're done," Homura interrupted, "We have more important business to attend to." She looked at Maka, "I warned your friend, the Reaper, to stop the investigation. He didn't listen, and now, he's trapped in a witch's barrier."

"What! Oh no..." Maka felt terror strike her through the chest. Kid...Kid was in danger! "We have to save him!"

"My thoughts exactly." Was it Maka's imagination, or was Homura smiling a little.

"You think he's okay in there?" Sayaka asked, "I mean, he is a god after all..."

"A god with a fallible body," Homura pointed out, "He can still die and suffer like the rest of us. He may be able to last longer than most inside the barrier, but he will eventually succumb like everyone else."

"And if he has Liz and Patty with him..." Maka trailed off, unable to think about it. The imminent prospect of losing three of her friends was terrifying. "We need to go, now!"

"I agree."

Sayaka turned to Kyoko, "Are you coming?"

Kyoko shrugged, "Sure, it's a witch, not a familiar. Means it'll be worth my time."

"Let's go!" Maka ran ahead, without even looking to see if the other were following, even though she knew they were.

She had to find Kid, Liz and Patty. She had to rescue them

She wasn't about to let a witch get to them.

In the end, she had gotten only a few yards before the rest of the group got her to slow down. It was then pointed out to her that Homura was the only one who knew the witch's magic signature, and therefore, the only one who could find it. Maka had been rather sheepish, and let Homura lead the way.

It seemed like forever to Maka, but in reality, it was only about fifteen minutes. The barrier entrance was located in an empty neighborhood.

Homura turned to the rest of the group. "Here it is."

They didn't need any further prompting. Within the next few moments, they were all in their outfits.

Homura turned to Madoka, "Stay out here."

The pink-haired girl seemed reluctant, "But..."

"Our main focus once we're inside is finding and protecting the Reaper and his friends. We won't be able to watch over you between that and taking out the witch." Homura looked at Madoka seriously, "Please, I want you to be safe. And I can't guarantee that this time."

Madoka still seemed reluctant, but after a moment she nodded, "I understand. Please, come back safe Homura, Sayaka, Maka, Kyoko."

Homura nodded back, "We will."

Kyoko smiled and put her hands behind her head, "Don't worry about us! With four magical girls, this should be a breeze!"

"Yeah," Sayaka said, "We'll be fine Madoka. We're magical girls, saving people like this is what we do."

"Don't worry," Maka now smiled at the girl, "I'm going to personally drag Kid's idiotic ass out of there."

Madoka nodded again, seemingly reassured. Homura turned back to the others, "Let's go." A collective nod.

The barrier entrance opened up. Before they stepped inside, Homura glanced over her shoulder at Madoka and hissed,

"Don't do anything stupid."

The four of them then stepped inside the barrier.

Maka's first impression of the barrier was how...worn down, it looked. The ground looked like concrete, and was cracked and broken, with graffiti written over it. Above them was what seemed like an overpass, similarly run down. In the distance, she could see lights, like that of a freeway or a downtown area, zooming by.

Maka concentrated. She had never tried using her Soul Perception inside a barrier before, there had never been any need. In fact, she didn't use her Soul Perception as a magical girl much at all. Witches didn't have souls to sense, and even if they did, Maka suspected that their barriers would block out her Soul Perception anyway, preventing her from using it while hunting.

She let her perception flow through the barrier. Trying to find...There! They were here! And still alive, she thought with a mental sigh of relief.

But there was also...something else...?

Before Maka could concentrate on the strange sensation, Homura tapped on her shoulder, "Did you find them?"

Maka turned her head and nodded, "They're deeper in the barrier. Much deeper."

"If they're that much deeper, they may very well already be in the center with the witch," Homura said, "We need to hurry."

The thought of her friends being absorbed by a witch drove Maka through the labyrinth. They only got a short distance, before the first familiars appeared. They were black blobs, with what resembled headlights, and pipe-like engines sticking out of them.

She didn't need any prompting. She rushed forward, and swiped at the familiars with her scythe. She sensed the other girls join the fray.

The four of them became a blur. Maka's scythe, Kyoko's spear, Sayaka's sword, all back up by Homura's gunfire. They went through the barrier, destroying every familiar that they saw. Maka led the way, her Soul Perception guiding her to her friends within the labyrinth.

They finally went up what resembled a ramp, going through a dark tunnel. When they emerged onto what looked like the the top of the overpass, they all stopped at what they saw.

A large black blob, just like the familiars. It had a head that reminded Maka of the front of a motorcycle, complete with handlebars sticking out, and headlights. It had long arms and huge hands, all made of tarnished metal.

The witch.

But that wasn't Maka's main concern.

Her primary concern was the boy on his hands and knees on the ground, breathing hard. Twin pistols were on the ground in front of him. Near him was a group of familiars closing in, their intent clear.

"Leave him alone!" She yelled, rushing forward. She stepped in front of Kid, and summoned her magic. A white aura the covered both her and Kid.. The familiars only got about a foot from her before they were blown away violently.

The aura still glowing, Maka turned her attention to Kid. He was looking up at her in disbelief.

"Maka?" He asked.

"No way..." Maka heard Liz's voice echo from one of the guns, "Is that really Maka?"

"She's pretty..." The voice of her younger sister, Patty, echoed from the other gun.

Maka didn't respond. Instead, she concentrated, willing the aura to perform its other talent. She saw what wounds Kid had sustained begin to fade, and she knew that her magic was working.

She heard the other girls come up. Homura was the first to reach them. She glared at Kid.

"You just couldn't leave it alone, could you?" She asked.

Kid glared right back, "Well it seems that I had every right to not leave it alone."

"And look where it got you," she said flatly.

There was a loud sound, like an engine revving. They all turned to face the witch, was was beginning to approach them.

"Maka! Protect your friends!" Homura called, "Kyoko, Sayaka, follow my lead!"

"Hey! Who made you the boss?" Kyoko snapped.

"You going to argue with a witch in front of us and people behind us?" Sayaka asked, "Just do what she says."

As the three rushed forward to fight the witch, Maka turned her attention back to her three friends. The white aura still encased them, and she could she that Kid was starting to regain his strength. Liz and Patty thankfully remained in weapon form.

"Liz, Patty, whatever you do, don't change back. It's too dangerous," Maka informed the two sisters.

"You don't need to tell us that," Liz said.

"Yeah, that thing looks scary," Patty said, "Hey sis, why aren't you scared?"

"...Who says I'm not...?"

Kid stood up part way and looked at Maka seriously, "So, you did know something about all this."

Maka smiled a bittersweet smile at him, "I'm sorry..."

"Hey, Maka! Incoming!"

Maka turned at Sayaka's voice in time to see a large piece of metal flying at her. She immediately summoned the aura around herself, and watched as it bounced off.

The witch rumbled, and Maka knew that they were close. Dismissing the aura around Kid and herself, she put her scythe in front of her and concentrated. The aura appeared around her scythe. She allowed magic to gather around it, as the aura grew brighter and brighter.

She lifted the scythe, and swiped it down, releasing the magic in the process. A large, magical arc went hurtling towards the witch. She heard it rumble in distress, before the power hit it. It then dissolved.

The barrier faded. The first thing they heard once it did was a cry of "Homura!"

Madoka ran up to them. Maka noticed Homura visibly tense when she noticed that Kyubey was with her.

"Are you all alright?" Madoka looked at all of them. Maka and the others changed back to normal.

"We're fine Madoka," Sayaka assured her, "Don't worry."

Madoka put a hand on her chest and sighed in relief, "Thank goodness..."

Maka turned to see that not only was Kid completely on his feet now, but the sisters had returned to human form. He eyed all of them.

"You have a lot of explaining to do," he said.

Maka nodded, unable to look her friend in the eye, "I know we do..."

"What was that creature? Did it have something to do with Mami's disappearance?"

"Kid-"

"Hey, Maka, catch!" Maka turned once more, this time in order to catch something that Kyoko had thrown at her. A Grief Seed, likely the one dropped from the witch. "You used more magic than any of us back there. Use that, then give it back to me. Homura says I can keep it as a 'peace offering.'"

Maka nodded at Kyoko, "Thanks."

Homura then walked up past her, standing in front of Kid. "I'm aware that you have many questions. I see no reason to keep those answers from you now, with what you have seen. Come with us back to my apartment, and we will explain everything."

n/n/n/n/

Everything seemed to be unraveling.

The worst part was that Maka could see the inevitable conclusion, but it was one that she wasn't ready for yet. Not yet. But she couldn't see much of a way to stall or stop it at this point.

At Homura and Madoka's residence, the whole truth came out. About magical girls, witches, and the contract that each of them had made in exchange for a miracle. The only thing they didn't tell Kid was the whole truth about the Soul Gems. Maka confirmed telepathically that he was unable to tell that their souls were outside their bodies, and that he didn't need to know otherwise.

Kid listened to the whole things without much interruption. Liz was solemn, while Patty was just her usual, giggling, cheerful, self. Maka wondered if the girl even completely understood what was going on. Patty was the kind of girl who made art projects out of her tests without being aware that it was a test at all. On the other hand, there were moments...

Lurking during the whole thing was Kyubey. He didn't seem to mind that their secret had just been completely exposed. But then again, Maka compared Kyubey to the fairies from the old stories. He had a way with the truth, and was unable to be properly judged using human values and morals.

Once they were finished explaining everything, there was a long silence. All of the magical girls looked at Kid expectantly. Madoka fidgeted, and Maka had to hold back the desire to do the same.

Finally, Kid spoke, "You mentioned you accepted this...'contract' for a wish. What did you all wish for?"

Maka stiffened. Homura though, seemed calm, "I wished to save someone important to me," she said simply, "I don't recommend pushing the others for information. One's wish is a private matter."

"I would still like to know," he looked at Maka, "Maka, what did you wish for? What was worth all of this?"

She looked at her hands, fisted in her lap, "I'd...rather not say...All you need to know was that it was something important to me. I don't regret making that wish."

Kid looked like he was about to pursue it further, when Liz touched his shoulder, "Kid, leave it alone. She doesn't need to tell us." She looked at Maka and smiled slightly, "It's not like she's the kind to wish for something bad, right?"

Maka smiled back, "Right."

"Very well. The other matter is, where is this 'Kyubey?'"

"Don't bother," Kyoko said, "You can't see him."

"What do you mean?"

"Exactly what she said," Homura said, "Only those who either have sufficient magical powers or can make a contract are able to see Kyubey. As you have neither, you are unable to see him." She looked at him right in the eye, "But you saw everything else. You know that everything we have told you is the truth."

Kid nodded, "Yes..." He looked at Homura, "That creature...that...'witch', one of those killed Mami Tomoe, didn't they?"

"When you die inside a barrier, you don't leave behind a body. That is why Mami's fate eluded you for so long." Homura looked at Kid with cold eyes, "Now that we have told you everything, what are you going to do?"

"Well, first of all, I need to inform my father of all of this," Kid said matter-of-factly. The girls stiffened. "This is something that has been happening without his knowledge for far too long."

"Hey," Sayaka started, "Does Lord Death really need to know about this?"

"Of course. It's vital that he knows."

"No, it's not," Homura said, "Magical girls have existed since the beginning of humanity. Before the Academy was founded, even before Demon Weapons existed. The Reaper has never known. Why does he need to know now?"

"This is too important for him not to know. With his knowledge, perhaps we can figure out how to help you a little."

"How so? What can he possibly do? Magical girls are the only ones who can fight witches."

"We'll think of something," Kid stood up. He looked at the girls, "Now if you excuse me, we need to go home and figure out how I'm going to present all this to my father."

He started to walk to the door, the sisters right behind him. Maka stood up, "Kid," she said softly, "Do you mind if I come with you?"

Without turning around, he nodded. She followed him and the sisters out the door.

They all walked on the streets of the city in silence at first. Kid was the one who broke it,

"I assume Soul doesn't know anything about your...activities?"

Maka shook her head, "No. If I told him, he'd want to get involved. And I don't want him to."

Liz groaned, "Seriously Maka? Something like this? You need to tell him."

"So I've been told."

Liz looked at Maka seriously, "I'm serious. You haven't been hanging out with us as often, so you probably haven't picked up on it yet, but he's really starting to worry about you."

"I know he's starting to worry..." she looked down, "But I'm just not ready yet."

Liz sighed, "At least this explains why you've been so distant lately. All those times you claimed you were staying after to study, you were actually out hunting those...things, right?"

Maka nodded, "That's right. It was a good excuse, although hanging out with Sayaka and the others was even better."

"It's nice to know that you weren't actually ditching us for them," Maka stiffened at Liz's words, "I was actually starting to think that you didn't think much of us as friends anymore. That you preferred those new friends of yours instead."

Maka looked at Liz in disbelief. Were...the others really starting to think that? "It's not just me," Liz continued, "Tsubaki's starting to think the same thing," she sighed, "You really should think about how keeping this secret is affecting your relationships with other people."

Maka looked down, unable to respond. Despite trying to use her newly obtained free time to make up for all the times she couldn't be there, Liz had just made it clear that she was failing.

"This is where we split off," Kid turned to Maka, "Liz is right, you know. Keeping this a secret will only hurt you in the long run."

With that, he went down another street, in the direction that Maka knew that his manor was in. She watched after him, her thoughts churning in her mind.

"They are right, on all counts."

Maka whirled. Homura was walking up to her. She seemed to be alone, as Maka didn't sense Madoka or any of the other girls with her.

Homura stopped in front of her, "Keeping your magical girl life a secret, especially from those closest to you, has consequences. What is starting to happen to you happened to Mami Tomoe as well."

Maka looked at Homura oddly, "Mami? What do you mean?"

"Mami Tomoe, like you, kept the fact that she was a magical girl a secret from her friends, even her own weapon partner. With time, all of her friendships dissolved, and even her partner became distant." Homura looked at someplace past Maka distantly, "By the time we met her, she was very lonely, and desperate for companionship. It was part of what got her killed."

Maka stiffened at that last sentence. Homura looked at her coldly, "You can keep walking this path, but know that it's a lonely one. And know that there are consequences." She then turned and walked back down the street.

Maka finally went home after that. She was silent for most of the evening, not really feeling like talking. Soul picked up on her mood quickly.

"You okay?" He asked over the dinner table. Blair was at work, so the two of them had the apartment to themselves for the night.

She picked at her food, "I'm not sure..."

"You wanna talk about it?"

She shook her head, "I can't...I'm sorry Soul...But I just can't..." She looked at him, "But...I'll be able to tell you soon..." Now that Kid, Liz and Patty knew, it was only a matter of time before the others would know as well. Soul would find out. She still wasn't sure what she would do then. "Can you...wait just a little longer?"

Soul was looking at her sadly, "Of course. Just...know that I'm here for you, okay?"

She nodded, "I know."

n/n/n/n/

The next day at school, Maka was surprised to find Homura waiting for her and Soul at the top of the steps.

Homura pointed, "Kid is currently over there with Thomas Moran. It's something I think you need to see."

With a sinking feeling, Maka knew what was happening. "I'll meet you in class Soul," she said to her partner. He shrugged and walked past, sparing only a cautious glance at Homura.

Maka went over to the isolated spot that Kid had chosen to tell Thomas everything. She overheard part of their conversation as she approached,

"...can't be true. It's impossible. All those things..."

Kid sighed, seemingly frustrated, "What I'm telling you is the truth." He turned, "Maka, wonderful timing. Show him your Soul Gem for me, please?"

Maka nodded. Without a word, she showed her ring. Then, she placed her hand on it, willing it to take its egg shape. She then showed the white object to both of them.

Thomas's breath caught, "That's a Soul Gem...?"

A nod.

"Then...everything I've been told...it's true?"

"I'm afraid so," Kid said.

"Then Mami is...she really is..." the other boy's breath hitched and he collapsed onto his knees, "No..." He started shaking, and Maka could sense that he was trying not to cry, "She can't be...she can't be..."

"I'm sorry," Maka said, feeling intense sympathy for the poor boy, "I never knew her personally...but I do know that she was was a fantastic magical girl, who died doing her best to protect this city."

"Why...?" He choked, "Why didn't she ever tell me...? I could have been there for her...why...?"

Maka felt herself tear up a little herself at the sight. Thomas had cared about Mami very much. They had likely had a strong bond as meister and weapon.

Just like her and Soul...

When Thomas asked for some time alone, Kid and Maka obligated him, Kid splitting from Maka to take care of something before class started. As Maka started walking to class, she sensed Homura. She turned to face the other girl.

"Think about what you saw," Homura said simply, "Do you really want to put those you care about through that?" She then turned and walked away.

Maka looked after her, her thoughts and heart in turmoil.

n/n/n/n/

It was somewhat painful for her to split off from Soul and the others this time. But, she reasoned, it would be the last time. After everything she had learned, everything she had seen, she had made a decision.

Neither Homura nor Madoka were there when Maka went to the usual meeting spot after school. Just Sayaka was there.

The other girl waved, "Hey Maka."

"Where's Homura and Madoka?" Maka asked. It was her and Sayaka's turn to hunt, but the other two were usually here to see them off.

"They either went to get some practice in, or they went after Death the Kid. Not sure which." She smiled, "Kyoko said that she'll meet us in the city, come on."

The two of them descended the Academy steps and started walking towards where they were supposed to meet Kyoko.

"So," Maka said, something pressing on her mind, "What did you and Kyoko talk about anyway?"

Sayaka shrugged "Stuff mostly. I found out what her wish was. You wouldn't believe what's she's been through. It's why she's so jaded." She smiled softly, "I managed to convince her to give helping others another shot though."

Maka smiled back at the other girl, "I'm just glad to see you back on your feet. You didn't take the...incident over the highway very well from what I heard."

Sayaka looked down sadly, "No, I didn't. But I'm better now. Not completely okay, but better."

Maka was about to bring up the other thing that she wanted to talk to Sayaka about, when she stopped, stiff.

Sayaka stopped as well and looked at her, "Something up?"

Maka barely heard her. Her Soul Perception had just picked up on something. Something bad.

"A kishin egg!" She gasped.

Sayaka looked at her in disbelief, "Here? Now? You're kidding!"

"I'm not! Follow me!" Maka ran in the direction she had sensed the kishin egg. Sayaka was close behind her.

"Maka, what are you doing!" The other girl yelled, "You don't even have your weapon with you!"

She knew that. Yet, for a reason she couldn't explain, she knew that if she didn't get to the kishin egg, something bad would happen.

The two of them ran through the streets, navigating the various corridors of the city...

...and ended up crashing against a fleeing Kyoko.

"Watch where you're going!" The red-hed snapped, quickly regaining her balance.

"Sorry," Sayaka said, "Maka here thought she sensed a kishin egg."

"Is that what that thing is?"

Maka's felt her Soul Perception go off again, "It's close!" She yelled.

As if on cue, something jumped from the roof and landed on the street right behind Kyoko with a heavy force. The red-head was thrown forward, and Sayaka caught her.

"Has that been chasing you?" Maka asked, looking at the huge monster. It had huge bulk on its humanoid form. It looked like it could snap any of them in half. How long had this one been developing? More importantly, why hadn't anyone gone after it yet?

It let out another animalistic growl and charged. The girl quickly got out of the way and started running.

"Hey!" Kyoko yelled at Maka, "You're a meister, aren't you? Why don't you just kill that thing?"

"I can't!" She snapped, "I don't have Soul with me!"

"You're one to talk anyway!" Sayaka yelled, "Why didn't you just use your magic?"

"I wasn't sure what it was!" Kyoko yelled back, "And in any case, I'd attract too much attention fighting like that in the middle of the city like this!"

The pre-kishin was crashing behind them. Maka quickly led the girl into a narrow alleyway. They stood there, panting, as it lumbered by, pausing outside the entrance. It remained there, pacing around, and they could hear its heavy breathing.

"It can't come through," Maka noted, "It knows we have to come out, and it's willing to wait for us."

"Damn it," Kyoko muttered under her breath.

"What did you do to piss it off?" Sayaka asked.

"I didn't do anything! I swear!"

"I doubt she did," Maka said, "It probably just saw her as a good target and went after her."

"So, what do we do now?" Kyoko asked.

Maka took a deep breath, "We can wait here for help. A pre-kishin running around Death City won't go unnoticed for long."

There was a large crash. The girls looked back at the alley entrance. The monster was slamming at it, trying to get through.

And it was starting to succeed.

Maka cursed under her breath. At the rate they were going, help wouldn't arrive in time for them.

Sayaka took a deep breath, "I have an idea."

The other two looked at her expectantly, "Well, spit it out," Kyoko said.

Sayaka suddenly became little more than blue light. A second later, there was the sound of a sword embedding itself into the ground.

Maka blinked in surprise. It was the first time she had seen Sayaka in weapon form. It was a cutlass, with a white and blue handle and guard.

Kyoko looked at the Demon Weapon in disbelief, "You're..."

"One of you two, see if you can wield me!" Sayaka's voice echoed from within the weapon.

"Demon Weapon..." Kyoko whispered, "I knew you were a DWMA student but..."

Another crash informed them that they were running out of time. Maka was about to reach out for Sayaka and hope for the best. But, to her surprise, Kyoko beat her to the punch.

Kyoko grabbed the handle, took a deep breath, and lifted it. Maka looked, feeling slightly shocked. Kyoko had picked Sayaka up without any negative consequences, which meant...

Sayaka seemed to realize this and Maka heard her chuckle warmly, "Well, what do you know?"

Kyoko blinked, "Was something supposed to happen?"

"No," Sayaka said, "No, this is perfect! Kyoko, use me against that that pre-kishin!"

"Eh?"

"Don't worry, I'll lead! Go for it!"

Kyoko still seemed slightly confused, but at least had the general idea, "Alright..." She brandished the sword.

She charged forward and swiped at the monster. The pre-kishin let out a surprised sound and stumbled backwards. Kyoko took advantage of its momentary surprise and slashed at it time, it responded by throwing a heavy punch. She managed to get out of the way just in time, only to to be blindsided by the other hand coming up behind her.

Maka gasped a little as Kyoko flew across the pavement. Her back slammed hard against a nearby building. The monster charged after her with a raised fist, its intention clear. She dove out of the way just in time, as its fist embedded itself in the wall. Quickly, she turned around and drove her sword right through it.

The pre-kishin froze for a moment, as if uncomprehending. Then, it dissolved, leaving behind a glowing red kishin egg.

Maka finally came out from her hiding spot, as Kyoko eyed the soul warily and Sayaka returned to her human form.

"Very impressive."

The three of them turned. Kid was walking up, although the sisters weren't with him. "I came to take care of the problem," he said, "But it seems as if you two handled yourselves quite well. You're both Academy students, correct?"

"I'm not," Kyoko said, pointing to Sayaka, "But she is."

Sayaka smiled sheepishly, "Yeah, I thought that was obvious from the start."

Kid looked at Kyoko curiously, "You're not an Academy student? I assumed from the way you two were fighting that you were partners."

Kyoko blinked, "Partners?"

Sayaka shoved herself in front of the other girl, "That was actually our first time fighting together. We're not partners. But on another note," she pointed to the floating soul, "Am I going to get in trouble for taking that?"

"I don't see why you would," Kid said, "It was your kill after all."

"Just wondering. Thanks!" Sayaka walked over to the floating soul. While she examined it, Maka took the moment to approach Kid,

"Where are Liz and Patty?" She asked.

"They were with me at the start," he said, "But once it became clear that this was being taken care of, I sent them ahead to the manor."

"Oh..." she leaned back nervously. How did she go about asking this...? Kid seemed to notice.

"I haven't told my father about your...activities yet if that's what you are thinking about," He looked at Maka, "I was actually hoping that you and your friends would be willing to accompany me when I present my findings to him tomorrow."

"You want us to go in front of Lord Death?" Sayaka walked up, rubbing at her mouth, looking satisfied, "What for?"

"It will go much smoother if I have at least one of you to demonstrate for me."

Kyoko scoffed, "Yeah, right." She turned, "I'm going to get some food, then head for my room. I don't feel like hunting after this. See you two later."

Kid eyed her strangely, "Where do you live?"

Kyoko stiffened, "Just...somewhere in the southern part of the city..."

"Where is that exactly?"

"None of your business!"

Kid straightened, "I do believe it is my business. You see, it just occurred to me that you match the exact description of a thief who has been seen somehow breaking in and robbing banks at night."

"WHAT!" Both Maka and Sayaka looked at Kyoko, whose fists had balled up.

"Kyoko..." Maka started, "Did you really...?"

"Of course she did!" Sayaka snapped, "How else is she able to afford all that food and that fancy hotel room? Oops!" She covered her mouth as Kyoko glared at her.

Kid smiled knowingly, "That's what I thought." He held out a hand, "Why don't you come with me to the manor? You can use one of the guestrooms, and there will be plenty of food."

"Like hell!" The redhead hissed, starting to back away.

"Are you going to run away? No matter where you go, I'll be able to find you."

"Is that a threat?"

"No," Kid said, holding out a hand for calm, "I was just stating a fact."

"Kid," Sayaka started, stepping forward, "Whatever Kyoko did, she's truly sorry! She doesn't want to hurt anyone!"

"I realize that," he said simply, giving the girls a start, "I simply have an offer to make her. This is my way of showing that I mean no harm." He smiled slightly at the red head, "What do you say? Spend the night at the manor. Tomorrow, we will discuss your future."

Kyoko looked reluctantly at the boy, some of the tension leaving her. Maka placed a hand on her shoulder. She realized now what Kid was trying to do.

"Go with him," she urged, "He doesn't want to turn you in. You'll be better in the long run if you accept."

"Yeah," Sayaka now chimed in, seemingly catching on, "And in a place like that, you'll have as much food as you could ever want to eat."

Kyoko glanced at Sayaka, before looking back at Kid, "You really aren't going to call the cops?"

"As long as you come with me, no. I have no intention of it," he said.

She sighed, "Fine. But there better be a lot of food there!"

"Plenty, I assure you."

"Watch yourself," Sayaka advised, "She'll eat you out of house and home if you aren't careful!"

"I'm sure I'll be able to handle it," Kid said, as he started walking away, with Kyoko in tow, "I'll see you both in school tomorrow."

The two remaining girls waved good-bye. Sayaka stretched, "You really think he'll help Kyoko?" she asked.

Maka nodded, smiling after the pair, "Yes. He most definitely will."

/

Note: The witch I was originally going to use was Roberta. Unfortunately, Homura ended up one-shotting her like she does in the anime, and I wanted a longer battle. So I used Gisela from the PSP game instead.


	6. Chapter 6

This is manga-verse for Soul Eater and takes place after 'Soul Eater' episode 6. The events of episode 7 and beyond never happened and for a VERY good reason. It has to do with Chrona and I'm not saying anything beyond that.

A sincere thanks to all my reviewers!

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica

/

After Maka and Sayaka said their goodbyes, Maka started home. She had only one purpose in mind now.

As she mentally prepared herself for what she was about to do, she heard a cry of, "Maka!"

She looked up. There, coming down the street in cat form, was Blair. She was calling Maka's name and mewling in distress. Maka kneeled down,

"What's wrong?" She asked.

"It-" she started, "It's Soul! He's..."

Maka started getting that sinking feeling, "He's what?"

"He's going to jump!" Blair cried.

"What!"

"He just...started acting strangely...and now he's climbing to the top of that warehouse in the lower city, claiming that he doesn't belong in this world anymore!"

The cat didn't have to say anymore. Maka ran.

She located Soul quickly using her Soul Perception. Just like Blair said, he was on top of an empty, but tall warehouse. She had just spotted him when he jumped.

Her heart stopped.

Then, fuelled by adrenaline, she transformed.

She managed to catch him just in time.

As she lay her partner carefully on the ground, she noted that he had passed out. She carefully examined his neck, looking for what she suspected was the cause of this. She found it.

A bright, colored mark. A witch's kiss.

Witches were responsible for various unexplained murders and suicides. The 'witch's kiss' was how they inflicted someone with their curse, and drove them to do such things.

Blair caught up just then. She stopped short when she saw Maka, who was standing up.

"Meow?" The cat looked at the girl in confusion.

"Keep an eye on Soul," Maka said, as she turned. There would be questions later, she knew. And a lot of explanations would be needed. But for now, there was something else more important she needed to take care of.

"Maka, what are you doing?" Blair meowed, as Maka walked calmly into the warehouse.

The inside was empty. As if on cue, the portal to the barrier opened, as if beckoning her in. She took a deep breath, mentally preparing herself.

"Maka!" She turned. Blair was running up. The cat stopped upon seeing the portal. "What's that?"

"The cause of this," Maka said simply, "You coming?"

The feline didn't need anymore prompting. She jumps up and takes a perch on Maka's shoulder, eyeing the portal warily. Maka then steps through the portal.

At first, she mistakes the bright colors for lights, but on closer inspection, she realizes that they are actually jewels. But they looked like those fake ones you sometimes saw. The inside of the barrier is dark, with velvet carpeting. There were dolls strewn around, and various objects that reminded Maka of a cabaret or a casino.

"Where are we?" Blair asked.

"A witch barrier."

"Huh?"

Maka began walking, keeping her eye out for familiars, "It's a labyrinth constructed by a monster known as a witch for protection. Not the witches that meisters fight, but a different kind, a monster that uses curses to drive people to murder and suicide."

"And...is that thing somewhere in here?"

She nodded, "Yes, in the center. We need to destroy it before it can cause another 'incident.'"

"Was that the reason Soul tried to..."

"Yes. I checked him, he had a witch's kiss. A curse. You probably could have seen it if you looked."

Blair seemed to understand, but she also seemed wary, "And...what about you Maka? What are you?"

Maka smiled at the cat, "I'm a magical girl, one who destroys witches. It's...a long story. Can it wait until a little later?"

Blair nodded, and Maka knew that the cat was expecting a good explanation later. She would give it to her, once this battle was over.

Maka then heard wings flapping. She looked up. There flying above them, were what looked like colorful, humanoid, birds. They circled the pair below, then dove.

Immediately, she threw up her aura, and watched as they bounced off. She felt Blair jump off as Maka launched herself forward, her scythe spinning.

It was her first time in a while going through a barrier alone. There was no one to back her up this time, no one to help her if things went wrong...

As she sliced through a particularly thick group of familiars, she heard a call of, "Pum, Pumpkin, Pumpkin..." She turned her head just in time to see Blair launch herself above her head and right above the familiars, "Smashing Pumpkin!" A large pumpkin shaped bundle of energy appeared and slammed itself on the familiars, destroying most of them in the process. Maka quickly finished off the remainder.

She looked at the cat, who was licking her paw nonchalantly. A sort of agreement passed between them and Maka realized that she wasn't completely alone after all.

Cutting through the familiars became slightly easier now that she was backed up by Blair's impressive magic. Maka made a mental note that, once this was over and if her explanations were accepted, she should ask Blair if she would mind helping Maka and the other magical girls in their hunts.

Finally, they passed through a door, and Maka knew that they had reached the center. For there, hanging high above them, was what resembled a pair of legs in a birdcage. The witch.

"That's a witch?" Blair asked.

"Yeah," Maka confirmed, looking at it. As if on cue, familiars suddenly swarmed the room. She threw up her shield around them both, then started cutting a swath through the creature, determined to reach the witch.

The familiars seemed endless. Feeling frustrated, she allowed the aura to surround her scythe. She gathered energy into it. She thought of Soul, and how this witch had nearly...

Her first thought after she released the energy was that that had used much more magic then she had originally intended. She used her aura to shield both herself and Blair from the magical explosion.

The witch dissolved and the barrier faded, leaving behind a Grief Seed. Maka walked over to pick it up, while Blair meowed,

"That was incredible Maka," she said.

"It wasn't that great," Maka replied as she claimed her prize. She held up the Grief Seed to her Soul Gem. She watched as the corruption was sucked into it. She then tucked the Seed away with the metal note to present it to the rest of the group later. She turned back to Blair, "Come on, let's go check on Soul."

When they went to check on the Demon Scythe, they found that he was waking up. Maka kneeled near him, as he slowly sat up, rubbing his head. "Ugh...what happened?" Then realization dawned on him. He looked up at the warehouse roof in horror, "I just nearly...!"

"It's okay Soul," Maka soothed, reaching out and placing a hand on his shoulder, "It's over now."

Soul looked at her strangely, "What's with the get-up?" He looked at her closely, "Maka, what's going on?"

She took a deep breath, "There's a lot that I need to tell you. I'm finally ready."

n/n/n/n/

By the time Maka was done telling Soul everything, the two of them and Blair were back at the apartment. The meister-weapon pair were sitting on the couch, while Blair lay on one of the couch's arms.

There was silence once Maka was done. She tried not to hold her breath, as she waited for Soul's response. Finally, the boy spoke,

"Why did you tell me about this earlier?"

Maka shrugged, "I was scared, I guess."

"Scared of what? What I would think?" He looked at her seriously, "I just want to know one more thing. What did you wish for?"

She tensed. Could she tell him that? Was she ready? Yes, she decided. She had already made up her mind to be honest with him, "I wished to protect you."

"What?"

"You remember...that one mission...where you got badly injured...?"

"And I couldn't figure out how I managed to survive..." His voice trailed off, and she knew that he was putting everything together. "That was when...?" She nodded, unable to look at him. She knew what he would think of her wish. She braced herself.

She suddenly felt strong arms wrap around her and pull her close. She tensed in surprise, "Soul?"

"You idiot..." he muttered, and she felt him start to shake, "You freakin' _idiot...!_" He pulled her closer and buried his nose in her hair.

"Are you mad?" Maka asked, not really sure how to take this reaction.

"I think you were a huge idiot and you owe me _big time_ for keeping this from me but.." she felt him shake his head, "I'm not mad. How could I be? I just can't believe..."

She clutched as his chest, "I just couldn't..." she felt tears come to her, unbidden, "I just couldn't let you die! I just couldn't!" She choked, "When Kyubey approached me...I couldn't turn him down," she shook her head, "I don't regret it. No matter what you say, I'll never regret it." She felt a hand ruffle her pigtails.

"No..." he said softly, "There's no reason for you to regret something like that." He leaned in closer and breathed in her ear, "Thank you Maka..."

She smiled. The two of them remained like that for a long time. After a while, Soul left to cook dinner. Maka remained on the couch, feeling more at peace then she had in a while. Blair came onto her lap, and Maka petted her contentedly.

After dinner, the three watched a movie on TV. Midway through, Soul asked,

"Is there anything I can do to help you?" He shifted in his seat to look at Maka.

She almost said no. She almost said there was nothing he could do. But that wasn't the truth. They were partners, weren't they? And today had proved that simply keeping Soul out of it didn't mean that he was safe. There wasn't really a good reason why he couldn't help her anymore.

"Actually...there is something you can do."

n/n/n/n/

Maka felt great the next day. She and Soul talked on their way to school. They met up with Black*Star, Tsubaki, and the Thompson sisters. Kid wasn't anywhere to be seen, though Maka suspected she knew what the Reaper was doing.

She asked to talk to Liz and Patty in private and the three of them went to the side.

"How was Kyoko last night?" Maka asked.

Liz sighed, "It was...interesting. The first thing she did was clean out half the kitchen. She was a bit rude...but I could relate to her. It seems like she's been through a lot, and I can understand that."

Of course she could. Liz and Patty had lived on the streets alone before Kid had scooped them up to be his weapons. Liz could probably easily understand that Kyoko had only done what she thought was necessary to survive.

"Kid sounded like he had plans for her though. I wonder if it has something to do with you magical girls."

"If it does, I don't know anything about it. I think it's something else."

The first bell rang and they all went to class. The morning had barely begun though, when there was an announcement over the PA system,

"Would Maka Albarn from class Crescent Moon please report to the Death Room? Maka Albarn from class Crescent Moon, please report to the Death Room."

Their homeroom teacher, Professor Stein, nodded at Maka, "You are excused from class."

Maka stood up, "Thank you." She turned to Tsubaki who was sitting next to her, "Mind if I borrow your notes later?"

"Of course not," Tsubaki replied.

"Thanks," she then walked down and exited the classroom.

She started making her way to the Death Room, in other words, Lord Death's main abode. As she walked down the guillotine-lined hallway leading there, she felt her stomach clench. She knew what this was about.

She wasn't surprised when she saw Death the Kid waiting at the end of the hallway, accompanied by Sayaka and Kyoko. Sayaka was leaning against the wall, and glanced at Maka when she walked at. Kyoko looked incredibly nervous. Kid smiled,

"Maka, I'm glad that you came."

She nodded, "Yeah. I guessed that you really wanted us on hand when you...explained things?"

"Yes. Like I said, this will make things much easier," he turned on his heel, "Let's go. My father is waiting."

As they walked the finishing stretch towards the Death Room, Kyoko leaned over to whisper in the ears of the other two girls,

"Aren't you two nervous about seeing the Grim Reaper?"

"Not really," Maka replied, "He's actually not a bad guy."

"I'm actually excited," Sayaka smiled, "I've never met Lord Death in person before! I've heard so many things about him."

The three of them finally entered the Death Room. It was a large, open room, surrounded by an imitation of a blue sky, complete with cloud floating around the room. A desert setting stretched into the distance, with tall crosses scattered all around. Right in front of the trio was a large platform, with a tall mirror. And standing on the platform...

"Hello! Hello! What's up? What's up? You all look chipper today!"

...Was a large, black figure wearing a goofy skull mask and speaking in a chipper voice.

Maka smiled and bowed, "Lord Death, it's nice to see you."

"Good to see you too Maka! Ah, that reminds me! Your father was here just a few seconds ago. He was going out to visit you I believe. A pity, you seemed to have just missed each other."

Maka twitched, "I'm glad for that, actually." And knowing her luck, her father would be charging right back in once he found out his daughter had gone the Death Room. Great.

Kyoko looked like she had just been sucker punched. Sayaka, on the other hand, walked up to the Reaper, curious.

"You're Lord Death?" She asked, "Wow, you look just like the photos. You're not scary at all!" She smiled, "I'm actually relieved."

"Good to hear! I certainly don't want to be intimidating!"

Kid cleared his throat, "Father, if we may. We are here on important business."

"Ah, right, right!" He turned to Kid, "You're here to report on your investigation. You said that you found some interesting things."

"That I did. Let's cut to the chase. Would you three mind transforming for me?"

Maka glanced at the other three girls. Sayaka nodded, but Kyoko seemed reluctant. Sayaka seemed to notice, and tugged on the other girl's sleeve, giving her a reassuring smile when their eyes met.

Maka reached for her Soul Gem ring changed it into her Soul Gem. She took a deep breath, then activated its power. Sayaka and Kyoko apparently did the same.

Maka tried not to fidget as Lord Death apparently looked them over. "They look cute on you three! Not bad at all!" All three girls blushed despite themselves.

The next hour or so was spent by Kid explaining the course of his investigation. The three girls transformed back, and occasionally added their own two cents to the conversation, while learning more about what had happened to Kid over the past several days.

Kid had been personally asked by Lord Death to investigate the disappearance of Mami Tomoe, the incident having 'troubled' the Reaper. The first thing he had did was look for her. By checking the only ways in and out of the city, he concluded that she had never left. But he could not locate her using his own Soul Perception abilities, and had actually briefly contemplated asking Maka for help.

He never found a body either. And for some reason, murder didn't seem like a likely conclusion at this point. If it was simply that, he had a feeling he wouldn't have had to get involved. There was also no evidence of pre-kishin in the city during the time of Mami's vanishing, so her being killed and her soul eaten by one was highly unlikely.

Remembering that Mami's disappearance had bothered his father for some reason, Kid set out to find out why. He talked with Mami's partner, Thomas, to find out more about Mami's behavior right before her vanishing. He questioned many of Mami's other friends, or former friends, as her relationship with them had deteriorated.

Acting on a suspicion, he started looking through records. He eventually found investigations of previous vanishings, under circumstances eerily similar to Mami's, and always girls around her age. On occasion, one of them would be found, dead. Usually, they were never found at all.

He had involved Liz and Patty, feeling that he would need their assistance, and they tried to find some explanation. The pattern of disappearances seemed to stretch back as far as the records themselves. It suggested something sinister that had been happening for a long time.

He finally decided to confront the last people may have seen Mami, Sayaka and Madoka. Maka admitted to Kid that was her first time hearing about Mami, and had actually known nothing during that first conversation.

After that first conversation, Liz had filled Kid in on Maka's recent behavior, and to his horror, he had realized that she was starting to fit the pattern of vanishings. He admitted to her that he had been worried, and didn't want her to disappear, considering her a good friend. Maka was touched by his words.

He had decided not to push the subject with them at the time, and instead, decided to look into Kyoko, who had appeared without much explanation in the city. He had a hunch that she had something to do with all of it. He and the Thompson sisters had actually followed her around the city, and she seemed to be looking for something. Kyoko, at this point, had mentioned that she had been hunting at the time, but had been unable to find the witch.

After Kyoko left, Kid had searched the area that she had been looking in. All three girls outright told him that that was an idiotic thing to do. And, indeed, Kid had ended up stumbling right into the very witch barrier that Kyoko had been looking for.

At that point, they explained everything to Lord Death. The magical girls, the witches, Kyubey, and the contract that magical girls made. Kid presented copies of the records he had looked through, and revealed that he brought in the girls as the final proof. Once they were done, the Reaper seemed thoughtful.

"Hmmm...Very interesting. According to the pattern you found in these records, this has indeed been going on for a long time. I'm willing to bet that magical girls have existed since well before the school was founded."

"Homura Akemi said as much," Kid remarked.

He looked at the increasingly nervous trio of girls curiously, "What I want to know is why this had to remain a secret. Why didn't you simply tell us about all of this from the beginning?"

"There are lots of reasons I guess," Sayaka admitted, "I know the reason Maka didn't tell is because she was afraid of her partner finding out about her wish."

"Wait, how do you know that!" Maka shot a look at the other girl who shrugged,

"Does it really matter?" She looked at Lord Death, "I didn't tell because well, heroes are supposed to keep their identities secret, right? Of course, that reason changed later, but I'm willing to bet a lot of girls thought that way."

"I see," he nodded his head, "Well, these witches do help explain some things. If what you say about their 'curses' is true, then I can think of several deaths of the top of my head likely caused by them. It's something that we're going to have to keep in mind going forward. I can see the idea of witches causing something of a panic, so we'll have to keep the information to a select few for now."

"Who are you going to tell?" Maka asked.

"Well, Stein would like to know. Sid, Nygus, and of course Spirit."

"Um...could we maybe _not_ tell Papa about this?" Spirit was the name of Maka's father.

"Oh? Why not?"

Maka shivered, "I'm not sure if I'll be able to handle his reaction. Besides, I don't want him to know. He doesn't deserve to."

"Why doesn't your own dad deserve to know what's been happening?" Kyoko looked at Maka curiously. She merely 'hmphed.'

"I don't consider him my father."

"Yikes," Sayaka said, looking surprised, "What happened?"

Maka looked away, "I'll tell you the full story later, if you really want to know." Even talking about it dredged up bad memories. She could never forgive her Papa for what he did. The other two girls seemed to sense her distress and didn't push the subject further.

"I see," Lord Death said, "Very well. I'll hold off on informing Spirit for now. In the meantime, you girls just keep doing what you need to do. We'll be figuring out what to do with this information.

"Which brings up to the other order of business," he turned to Kyoko, "Kid informs me that you're the thief that's been spotted around the city."

Kyoko flinched. Then she rounded on Kid, "What the hell! You told me that you wouldn't turn me in!"

"I'm not," Kid said flatly, "We actually want to make you an offer."

Sayaka approached Kyoko and laid a hand on her shoulder, "Kid told me what's going on. At least hear them out, okay?"

Kyoko glanced at the other girl, then looked back to Kid and Lord Death, her expression somewhere between angry and wary.

"Kid told me about your encounter with the pre-kishin that was loose in the city yesterday," Death said, "It was apparently a very impressive display. You have talent. So, we would like you to become a student here at the Academy."

There was a stunned silence. Kyoko blinked before speaking, "What?"

"My father would like you to start attending the DWMA," Kid explained, "You showed plenty of potential while fighting that pre-kishin. We would like to have someone like you here."

"But...I'm a thief..." She didn't quite seem to believe what was happening.

"There are ways for you to make up for that. Academy students are called 'international civil servants' for a reason."

Sayaka stepped over to Kyoko and tapped her on the shoulder. The redhead looked at the other girl, still looking like she wasn't sure what to think about the whole situation. Sayaka smiled, "It's a good deal when you really think about it. You'll have plenty of food. The girls' dorms are really nice. We could even room together!"

"Wait," Kyoko said, "What's with the 'we?'"

Sayaka actually blushed slightly, "Actually, I have a personal reason for you wanting to start coming to the Academy," she seemed unable to look the other girl in the eye, "I've...been having a lot of trouble finding a meister. But back there, not only were we able to match soul wavelengths, we were amazing together!"

"How could you tell that we 'matched soul wavelengths' as you put it?"

"Well, we didn't experience a rejection reaction. I've gotten so many of those, it's not even funny."

"Rejection reaction?"

"It happens when a meister-weapon pair are unable to synch wavelengths," Maka explained, "It manifests itself in different ways. Sometimes, the meister is unable to even pick up the weapon. Sometimes...other things happen."

"We didn't have any of those things happen," Sayaka said, "Which means out wavelengths synched, which is why you were able to use me."

Understanding seemed to dawn on Kyoko. "Are you asking...?"

The other girl nodded and held out a hand, smiling, "What do you say Kyoko? Would you like to become my partner?"

n/n/n/n/

After the meeting in the Death Room was over, Maka went back to class. At lunchtime, in the cafeteria, she said to Soul,

"I want to see if I can find Kyoko. She's going to start attending the Academy, and they're letting her hang around until she starts tomorrow."

"By any chance, is she the girl who has the tower of food over there?" Soul asked dryly, gesturing to one area of the cafeteria.

Maka looked in that direction, and indeed, Kyoko was sitting there, with an incredible amount of food piled high on her tray. She was munching down on it happily. Sayaka was sitting next to her, looking in mild disbelief.

"Yeah, that's Kyoko. Come on," she walked over to the table where the other two girls were seated. She plopped herself down across from them, while Soul took a seat next to her.

"Hey guys," Maka greeted.

"Hey Maka, Soul," Sayaka nodded to the other two. Kyoko said something that was probably a greeting through her mouthful of food.

"That's an awful lot of stuff," Soul noted, "Could probably give Black*Star a run for his money."

Kyoko swallowed, "I can't help it. I didn't have breakfast."

"You? Skipping a meal?" Sayaka raised an eyebrow.

"Learning I was supposed to meet with Death killed my appetite, alright?" She took a forkful a food, "Now that I know I'm not going to be killed or turned in, I need to catch up." She shoved the food in, chewed and swallowed, "This is good stuff. The Academy really knows how to treat its students, huh?"

"Of course," Maka agreed, taking a bite of her own meal. _More importantly, _she sent to the other two, _There's something you two need to know._

_What's up?_ Kyoko asked.

_Soul knows. _Maka said simply.

_What?_ Sayaka sounded shocked, _How much?_

_Everything. I told him yesterday. Which reminds me, I picked up a Grief Seed yesterday._

_Why'd you tell him? _Kyoko asked.

_I decided that he deserved to know. He's my partner, he was worried about me. And I didn't really have much choice after what happened yesterday._ Maka filled them in on what happened with the witch.

"You all suddenly went awfully quiet," Soul remarked.

Maka started a little, "Sorry," she said, looking at him apologetically, "I'll fill you in later when we all meet after school."

"Hi everyone!" They all turned their heads towards the cheerful voice. Madoka was approaching the table with Homura in tow. Madoka noticed Kyoko, and her expression became one of surprise as she and Homura took a seat. "What are you doing here Kyoko?"

The redhead swallowed her current mouthful before answering, "Starting tomorrow, I'm going to be a meister here at the Academy."

"Really?" Madoka looked at Kyoko in excitement, "That's wonderful news! I hope you'll be able to find a partner."

"I don't need to worry about that. I already got one," Kyoko winked at Sayaka, who blushed slightly.

Madoka looked between the two, "You mean..."

Sayaka rubbed the back of her head, "Yeah. Starting tomorrow, Kyoko's going to be my meister."

Madoka suddenly tackled Sayaka, hugging the other girl tightly, "Sayaka! That's wonderful! You've been looking for so long!"

"Yeah, it's great. C'mon Madoka, people are staring..."

Homura seemed amused by the whole thing, "Kyoko will be good for Sayaka," she remarked to Maka, "They'll work very well together," she took a bite of her food, "I know that today's supposed to be your day off, but is there a chance that you could come by our apartment after school? There's something important we need to discuss."

Soul eyed the black-haired girl warily, "What's going on?"

She gave him a long look, "I assume that Maka finally told you everything?"

A blink, "Yeah, she did..."

"That's good. Everything is happening nicely for once."

"What are you talking about Homura?" Maka looked at the other girl, trying to examine her. Why was she such a mystery? Who was she? More importantly, what did she want to talk about?

"You'll find out after school."

Once they were done eating, Madoka and Homura split off from the group first, wanting to beat the crowd to class and ask the teacher a few questions. The four remaining behind left the lunchroom and walked along the hallway. Maka and Sayaka were intent on showing Kyoko some of the school before they went back to class.

However, while conducting their tour, Maka suddenly sensed a familiar wavelength nearby and approaching fast. Oh no. Not now. Please not now. She didn't want to deal with him right now.

"Maaaakaaaaa!"

Soul glanced at her, "Tell me that's not-"

He didn't get the chance to finish his sentence before she was practically tackled by a middle-aged man with mid-length red hair.

"Where have you been! I've been looking all over for you!" The man said as Maka struggled to get out of his bone-crushing hug.

"Papa, let go of me!" She said, pushing at him.

"Why? Shouldn't a father be able to hug his-GAH!" Maka had managed to get enough space to Maka Chop her father, leaving him whimpering in pain. She glared at him.

"I'm not your daughter," she said, uncaring how cold and scathing she sounded. He deserved it. He deserved every word of it. She turned to the group, "Come on, let's get out of here," she said coolly.

As the group walked away, Kyoko spared a glance back, "That was your dad, Maka?"

"Yep," Soul said, "Death Scythe, Lord Death's current weapon, and Maka's father. He's annoying, as you saw."

"He seemed like a nice guy to me," Sayaka said, "Why do you hate him so much Maka?"

"Yeah," Kyoko agreed, "It seems like he really loves you."

Maka couldn't respond. She was too busy steaming over old memories. Memories that were now flooding back to her. Thankfully, Soul picked up the slack for her.

"Death Scythe's a player," he said, "He couldn't stop flirting and hitting on any woman that crossed his path. He was constantly cheating on his wife. Maka's mom finally got sick of it. They divorced a few months ago."

"Oh, ouch," Sayaka muttered.

"That's why she hates her dad so much. I'm not really his biggest fan either. He doesn't like me because I'm a boy who decided to get close to his daughter. He's made several threats if I ever decided to try something."

"Sounds complicated."

"You have no idea."

The lunch bell eventually rang, and the two pairs split off for the school day.

n/n/n/n/

"So how come you guys get to live in a fancy place like this while me and Sayaka are stuck in the dorms?"

Maka entered the apartment with Soul in time to catch Kyoko's comment. She and Sayaka were already seated inside with Madoka and Homura.

"We have more money," Homura said flatly.

"You don't have to worry though," Madoka said, "The dorms are nice, and you and Sayaka will be rooming together. They encourage matched pairs to live together if possible."

"Even if you're opposite genders?" Kyoko asked, "You telling me Maka shares an apartment alone with Soul?"

"Pretty much," Maka put in, startling most of the other girls, and taking a seat. Soul sat next to her, "Although we aren't exactly 'alone.' We have a talking pet cat named Blair who also lives with us."

"Hey Maka," Sayaka greeted.

"So wait," Kyoko started, "You share a place with a guy? And nothing happens?"

Maka picked up the implication, and turned red, as did Soul. "Wh-what!"

"No way!" Soul exclaimed, "You really think I'd go for someone as flat as her?"

**Wham.**

Maka put her book away, still steaming, uncaring that she had left her partner twitching on the ground.

"That looks like it hurts," Sayaka commented, looking at Soul.

"It does..." was the weak reply.

"So nothing really happens, huh?" Kyoko said, "Most wouldn't like the idea, but I guess the Academy trusts its students or something."

"Why are you so wary about it?" Sayaka asked.

Kyoko shrugged, "I come from a religious family, remember? We were kinda conservative about that kind of thing."

"If you're done," Homura says as Soul hauls himself up back to his seat, "We have important business to discuss."

"What's so important?" Maka asked, "Tell us Homura."

"Very soon, Walpurgisnacht will come."

"Walpurgisnacht?" Kyoko asked.

"A powerful witch," Homura explained, "The most powerful. So powerful, it doesn't need to hide in a barrier. Instead, it projects its barrier outward, reigning destruction. Its mere appearance in a city will lead to the loss of hundreds of lives. It is coming here."

There was a brief silence as everyone digested this information. Homura continued, "I called you all here to warn you. We are going to need every resource we can get, and all of our power to defeat this witch. It will not be easy." She turned to Maka, "Maka, you and Soul are going to have to start practicing immediately. At the very least, Soul is going to need to get used to hunting witches."

"Wait," Soul started even as Maka realized exactly what Homura was talking about, "What are you talking about?"

"Maka didn't tell you?" Homura glanced at the scythe meister, who looked away. Although she had told Soul there were ways he could help, she hadn't told him everything. She had only told him indirect ways he could help, mostly much needed emotional and mental support.

She became aware of Soul staring at her, "There something else you didn't tell me?"

"Apparently," Homura said flatly, "It is possible for a Demon Weapon to be used in battle against witches. If the meister is a magical girl, she can run magic through it, giving it the properties needed to affect witches and familiars." Maka could now feel Soul boring eyes into her as Homura continued,

"In fact, I recommend that you use this strategy from now on. It uses significantly less magic than most of your usual techniques, and is good for conservation."

Maka snapped her head up, suddenly feeling angry at the other girl, "Kyubey told me that was all theory! Conjecture! He said no one had ever done it before! So how do you know all of this!"

A frozen silence descended. Homura had stilled. The others were looking at her expectantly. Finally, she said, "Kyubey does not know everything, contrary to what you might believe. And did he not tell you that it could work in any case?"

"He said the chances were low."

"It will work."

"I won't do it."

"Hey," Soul spoke again, tugging on Maka's sleeve, "Don't I get a say in this Maka?"

She turned to him. His red eyes were eyeing her closely. She knew what he was about to say, and she wasn't having any of it. She _knew_ this would happen! Why did she tell when she knew?

"I'm not letting you get involved," she said, "Nothing you can say will change my mind. I _refuse_ to put you in that kind of danger!"

"While you go ahead and endanger yourself? Fuck that. We're partners. We're supposed to face these things together. How is it any different from facing pre-kishin?"

"It just is..." she withdrew, "I'm a magical girl, this is my burden to bear for my wish."

"A wish you made for my sake! Fucking hell," he stood up and placed his hands on her shoulder, looking down on her,"I know what this is about. I _know_. But dammit, you need to get over it! I'm going to be there for you Maka. Even if you refuse to use me, I'll find some other way. I'm not going to let you keep doing it this way."

She looked up at him intensely. He looks right back. She wasn't backing down, and, she realized, neither was he.

"I know how you feel Maka." She turned in surprise at Homura. Her expression remained indifferent, but something in her voice had changed, "You don't want something precious to you to be endangered like that. I understand. But at this point, it's not about what any of us want. It's about saving this city from disaster. We're going to need every advantage we can get if we want to defeat Walpurgisnacht.

"In addition, your magic is protective magic. Force fields and even a degree of healing. Thanks to the nature of your wish, I would assume that your magic would be even more powerful with regards to your partner. You could easily protect him, even in weapon form."

"Why do you want me to do this?" Maka asked.

"Because I know what Walpurgisnacht will require of all of us," Homura closed her eyes, "I know you two can perform Soul Resonance. A Witch Hunter, enhanced by magic, backed up the the power of the rest of us, might just be enough to defeat Walpurgisnacht."

Maka stared at the mysterious magical girl. She looked up again when she felt Soul's hand on her shoulder,

"I know you're scared," he said softly, "But let's at least try, okay?"

Maka gazed into his red eyes. She thought about everything that could go wrong. But then, she also realized that he meant it when he said he would find a way even if she refused him. Finally, she sighed,

"Okay, we'll try."


	7. Chapter 7

It wasn't meant to be anything specific that hurt Soul. It was just a regular mission that went horribly wrong.

No more answers! Much will become clear as the story goes on.

A sincere thanks to all my reviewers!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater.

/

Maka didn't see any of the girls the next day until after school. When she went to the usual meeting spot, with Soul accompanying her the first time. Even then, she only saw Madoka and Homura. She supposed she shouldn't be surprised. Kyoko and Sayaka were likely busy.

Madoka waved them over, smiling brightly, "Maka!" As the two finished crossing the distance, the other meister nodded at Soul, "It's nice to see you, Soul! Maka's told us so much about you. I look forward to getting to know you."

"Um, thanks," Soul replied awkwardly.

Maka looked around, "I don't see that darn cat."

"Cat?" Madoka asked.

"Our cat slash roommate Blair. I asked her to help us today. She can see witches and familiars, and she has magic that can affect them."

"That's a good idea," Homura said, "There's also a chance that she might be able to help us against Walpurgisnacht."

"We can try looking for her later," Madoka said, "Homura said we can go see Sayaka and Kyoko before you go out hunting!"

"Where are they?" Maka asked.

"Sayaka told me about it. Even though Kyoko's attending the academy, she still has to make up for everything she did. So they're having her perform 'community service' by working at Deathbucks. Sayaka is working there with her."

"Oh, really?" Maka smiled, "I have got to see that for myself."

Madoka nodded, "Me too."

Deathbucks was a popular coffee shop. Students working part-time there were actually a common sight. Though the Academy provided allowances to their students, many complemented it with part-time work. Maka knew of several pairs that were even able to afford their own apartment this way.

The four of them entered the coffee shop. Immediately, they were greeted by Sayaka, who was wearing a modified maid outfit.

"Welcome!" She said, smiling brightly. Her expression quickly changed into one of surprise, "Madoka, everyone. What are you all doing here?"

Madoka clasped her hands in front of her, "Sayaka! You look absolutely adorable in that outfit!"

Sayaka blushed slightly, "You should see Kyoko."

"Where is she anyway?" Maka asked, darting her eyes around for the redhead.

"In the back I think. Getting some stuff. Oh, here she comes now."

Kyoko was stomping up in the same uniform that Sayaka was wearing. And she was pulling off the outfit wonderfully.

"Oh, wow," Maka muttered, "She's really cute in that."

"I know," Sayaka agreed, "She's a real knockout. Don't say that to her face though, she'll probably get upset."

"Say what to my face?" Kyoko asked, as she walked up to them.

"Nothing," Sayaka said innocently. She smiled, "Anyway, there are some customers over there who look like they need help. Why don't you take the orders of these four, kay?" She walked away.

Kyoko sighed, "What are you all doing here anyway?"

Madoka fidgeted, "We just wanted to see how you were doing Kyoko."

"Could be worse, honestly. I know I have to make up for what I did, but this still sucks," she glanced in Sayaka's direction, "I'm glad she decided to take this job with me though."

"That reminds me," Maka said, "How was your first day at the Academy?"

A shrug, "Fine, I guess. I haven't really attended school in a long time. But..." Maka noticed Kyoko casting a longer glance at Sayaka again, "I think I'll be able to handle it."

Maka smiled, "I'm glad for that. Now, I would like some iced tea if you don't mind," she sat down at a nearby table.

Kyoko twitched, "Huh?"

"Well, you're a waitress here, aren't you? So take my order."

"What the hell? This revenge for something?"

Maka gave the other girl her best mischievous smirk, "Maybe. Though I probably deserve some measure of revenge considering you pointed a spear at my throat the first time we met."

Kyoko sighed, "Fine, any of you want anything?"

"Oh," Madoka started, as she took a seat across from Maka. Homura and Soul took a seat next to their meisters, "Just some black tea and a slice of cake please."

"I'll have your strongest black coffee," Homura said.

"Nothing for me," Soul said.

Kyoko nodded, "Alright, I'll be back." She then turned and left.

Soul looked at Maka, "She pointed a spear at your throat?"

"Kyoko wasn't the most friendly to us initially," Maka explained, "She didn't take kindly to me hunting on what she perceived as 'her' territory. Sayaka bailed me out, which is how we met, actually. Let's just say it took something of a shock to get Kyoko to finally work with us."

"I'm glad she's doing well though," Madoka said, smiling brightly. Maka returned the smile,

"Yeah, me too."

n/n/n/n/

"Before we go any further, I want to lay down some ground rules," Maka watched, as Homura stood in front of Soul, her expression serious. The four of them, once they had finished their drinks, had stepped outside to the streets to prepare for witch hunting. Sayaka and Kyoko had wished them luck before they left. "First of all, do not, under any circumstances, come out of your weapon form once we're inside a barrier."

"Not even if Maka's life in is danger?" Soul asked.

"Believe it or not, I can handle myself just fine in there!" Maka sharply said, feeling a little annoyed by that statement.

"Yes," Homura agreed, "Also, we magical girls are much more resilient then we look," she placed a hand gently on her Soul Gem, which was located on the back of her left hand, "It takes a lot to kill us." She then turned, "That's the second thing, you must trust that we know what we're doing."

"Okay? Anything else?"

"I'll tell you if I think of anything," She reached for her ring and materialized her Soul Gem, "Hunting usually goes like this. One of us pulls out our Soul Gem, and we see if we can pick up a magic signature."

"Doesn't seem to be anything nearby," Maka noted. Homura's Soul Gem wasn't glowing at all, "From here, we usually just walk around the city and see if we can find anything."

As they did just that, Homura said, "We'll want to try the street in the northeast. There was a series of murders followed by a suicide in that area. It's still under investigation."

"You think a witch was responsible?" Maka asked.

"I wouldn't be surprised."

"Wait," Soul started, "You're saying a witch can do stuff like that?"

"Through their curses yes," Homura said, "There's a very good chance the perpetrator was affected by a witch curse."

"And where there's a witch curse," Maka said, "A witch usually isn't too far behind."

After a while, Maka sensed a familiar wavelength, followed by a yell of "Maka! Soul!"

She looked up in time to see Blair, in cat form, jumping down from the roof. As soon as she landed on the ground, there was a poof of smoke as she assumed her human guise. She was wearing her witch outfit. A black dress, long sleeves, and even a black pointy hat.

"A witch?" Madoka squeaked.

Blair turned on her heels to face the other girl, "Nope! Just a cat with a ridiculous amount of magical power!"

"Hey Blair," Soul said. The cat witch turned to face Maka and Soul.

"Were you looking for us?" Maka asked.

"All over! Sorry I was late, meow! But I'm here to help now!"

"Good," Homura said, "We could use the extra help."

"Nice to hear!"

The now-five of them wandered through the Death City streets. Madoka was fascinated by Blair, and began asking her all kinds of questions. Blair answered them patiently, and seemed to enjoy the attention. At one point, Madoka asked,

"How did you meet Maka and Soul?"

Blair smiled that catty smile of hers, "Oh, now there's an interesting story. You see, they had mistaken me for a witch and ate one of my souls. Ah, don't worry, meow," she adds upon seeing Madoka's slightly horrified expression, "We cats have nine souls. They were really angry with me afterward, but we quickly became friends and I moved in."

Maka becomes aware of Madoka's gaze as Maka flushes red. "Is that what happened?" Madoka asked, "You mistook Blair for a witch and that's why you couldn't turn Soul into a Death Scythe?"

Maka can't respond and simply nods. By eating one of Blair's souls instead of true witch soul, the two of them had to start collecting 99 souls all over again. It was a huge embarrassment.

"It was really uncool," Soul puts in, "But we really couldn't blame Blair. We should have made sure somehow. Maka hadn't developed Soul Perception yet, so that was a big reason we made a mistake like that."

Shortly after that, Homura's Soul Gem began to glow.

"Something's close," she said.

As they continued walking, Homura's gem got brighter, and brighter, until...

"Here," she stopped in front of a building on a deserted street. A moment later, the portal opened.

"There it is," Maka said.

"I don't see anything," Soul replied.

Blair looked at him thoughtfully, "Soul doesn't have magic, so he can't see what we see...Ah ha!" She took his shoulder, "I've just got the thing!" She waved a finger in the air, Pum-Pumpkin-Pumpkin!" Maka saw Soul's eyes glow briefly. Blair stepped aside and he blinked.

"What the hell?" Maka knew then that he could see the barrier entrance.

"What did you do?" Madoka asked.

"A spell that will allow him to see the things we do, meow," Blair explained.

"Convenient," Homura noted.

"We should have you try it on Kid later," Maka said thoughtfully, thinking about their conversation with Kid after he had found out their secret, "I think he wants to talk with Kyubey."

Homura transformed. Taking the cue, Maka materialized her Soul Gem from her ring and transformed as well. She took a deep breath,

"Soul, transform into a scythe."

She watches, as her partner assumes his scythe form in familiar blue light. She catches the shaft as it finishes forming. A familiar feeling comes over her, and, out of habit, she twirls the scythe in practiced motion. Wielding Soul is a far different feeling then wielding her magical girl weapon. It feels...she's not sure what the word is. As she balances the shaft in her hand, she realizes that, if she didn't have any other factors to consider, she would prefer using him over the weapon born of her own magic.

"How is this going to work?" Maka asked, looking at Homura.

"Do you know how to enchant something?" The other magical girl asked.

"Kinda. That's when you use magic to directly enhance something, right? I've only done it a couple a times, back when I was first experimenting."

"Do something similar, except to your weapon."

Maka nodded. She looked down at the Demon Scythe in her hands, "Tell me if anything feels wrong, okay?" She then concentrated. She allowed her magic to flow from her to the scythe currently grasped.

"Maka...!" She looks down quickly at him. He seemed to sense her imminent question and said, "I'm fine...it just feels..." When she finished, the scythe is encased in her white aura. The spell she cast should do the trick.

"Are you okay?" She asked, concern lacing her voice. If she had hurt him doing this experiment...

"I feel fine," Soul's voice echoed from the scythe, "I feel great in fact. I feel a lot stronger."

"That means you successfully performed the spell," Homura said, "We've wasted enough time out here," She glanced to the still open portal, "Blair, your job is to keep an eye on Madoka. Madoka, you already know what to do."

The pink-haired girl nodded, while Blair meowed her understanding. Finally ready, the group of four stepped through the portal.

A...playroom? That was Maka's first thought as the the barrier came into focus. The 'walls' of the barrier were colored green, and were covered in colorful stars. Shapes of playful animals danced around. Blocks and crayons were scattered all over the ground, and mobiles hung above.

"This is a witch barrier?" She could hear the incredulousness in Soul's voice.

"Yes," Homura said, "The witch is at the center of this labyrinth."

Maka heard a series of maniac giggles and looked up. Familiars. These looked like people riding in vehicles, drawn childishly with a crayon. Actually...

"Homura, these look just like that familiar that we destroyed back when we first started hunting together," Maka said, realization dawning on her.

"Indeed, that familiar likely split off from this particular witch," Homura confirmed.

There are a series of gunshots, and one of the familiars vanishes as Homura holds a smoking gun.

"Where do you get that stuff anyway?"

"You'd be surprised at what they keep under the Academy."

"Wait, what?"

"Let's go," Homura started forward while Maka stared after the other girl, processing what she just said. Did she just admit to stealing weapons from the Academy?

Something went off near Maka and she looked up. The other familiar was launching what looked like a missile barrage. She threw up her aura and the missiles, rockets done in the same childish drawing style, exploded about a foot away from her.

Without another thought, she launched upward and swung Soul around. At first, she was afraid that nothing would happen. But those fears fled the second she saw the Demon Scythe's blade cut through the familiar, dissolving it.

Maka quickly fell into a familiar pattern. With Soul in her hands, it really was just like a hunting pre-kishin, except slightly easier. Familiars weren't nearly as bright.

Blair frequently fired off bursts of her own magic, occasionally getting one that the two magical girls missed. They worked their way through the barrier, until they finally stepped through a door, and reached the center.

A wide circular room, that was much like the rest of the barrier, except the ceiling was black and covered in yellow stars. There were familiars scattered around, and in the center, was the witch.

It resembled a child, with yellow fluffy pigtails and patched clothes. But looked like a skeleton, with bone white skin and black holes for eyes. The overall effect was creepy.

"Is...that the kind of witch you fight, meow?" Blair looked at the monster with a mixture of curiosity and wariness.

"Yeah," Maka confirmed.

Homura acted first. A moment later, she was on the other side of the room and a series of explosions went off. The witch flinched away. It leaned down on the ground and began scribbling. Emerging from the ground, came a familiar. The others floating around soon joined in.

Maka sliced through the familiars effortlessly. While she focused on them, Homura is launched barrages of gunfire at the witch. Briefly, Maka wondered just how much firepower the other girl carried on her.

The witch suddenly began crying. An awful, horrible sound that echoed through the room. Maka instinctively covered her ears, and she glimpsed Homura doing the same. Maka tried to move, but found that she couldn't. She was paralyzed!

"Maka!" She heard Soul's panicked voice and a giggle close to her told her why. She couldn't even throw up her aura.

The familiar's barrage slammed her hard and she went flying. She rammed into a piles of blocks, which scattered as she landed. She heard a voice speak, "Pum-Pumkin-Pumkin, Halloween Cannon!" And she didn't even need to look to know that the familiar had been blown away by Blair.

The witch's crying had stopped, allowing her to move again. She stood up, using Soul as a support.

"Are you okay?" He asked.

"I'm fine," she replied, as she willed her magic to heal her wounds.

"Maka!" She turned and saw Homura, standing there, "Try it now! Use Soul Resonance!"

Soul Resonance. The most powerful technique that Maka and Soul knew. She twirled her scythe and took a deep breath.

"Soul."

"Yeah, let's do this."

**Soul Resonance**.

The resonance of souls. Meister and weapon harmonize, the meister passes soul wavelengths to the weapon, the weapon amplifies them and passes them back. They repeat this process until they create a soul wave bigger than either could alone.

Maka felt the familiar feeling of resonance flow through her. She could feel the wavelength of her partner intensely, as they began to gather up power.

There was a bright light. She looked down. Around her neck, her Soul Gem had begun to glow. Of course. The Gem contained her soul. Wasn't it only natural for it to react to something like this?

Soul's scythe blade began to flicker with blue light. Maka, on a whim, intensified the magical spell that she had put on him. The scythe began to glow. She raised it behind her, and it transformed into a huge, glowing blade of energy.

"Witch Hunter!" She brought down the scythe and pushed the energy forward. It razed the ground in front of her, slamming into the witch. The witch screamed in distress, as it dissolved. Maka was left breathing hard, as the barrier around them faded.

"Amazing..." She heard Madoka say, "So that was Soul Resonance..."

Out of habit, Maka checked her Soul Gem. To her surprise, it wasn't nearly as dark as she expected it to be. Homura's words about how using a Demon Weapon was good for conserving magic echoed back to her.

She transformed back to normal, as Soul resumed his human form. Homura walked over to where the Grief Seed had dropped and picked it up.

"You can keep that," Maka said, shuffling around in her pockets, "I have one from a couple of days ago that still has a use in it." She pulled out the Seed that she had picked up from the witch she had destroyed two days ago. After she had purified her Gem, she noted that the Seed had no more uses left, and that she was going to have to call for Kyubey later.

"You both did an excellent job," Homura said, looking at Maka and Soul, "That kind of power is exactly what we need to defeat Walpurgisnacht."

"I can't believe you guys fight things like that every day," Soul commented.

"They don't fight witches everyday," Madoka put in, coming up behind them, "Sometimes it's just a familiar. Other times, they can't find anything at all."

Blair took cat form and hopped up onto Maka's shoulder. The five of them began walking home together.

"So, are we going to work Kyoko in our rotation?" Maka asked Homura as they walked.

"Not yet," was the reply, "She's going to be working that job after school for a while. Although I'm sure that she'll help when she can, it won't be anything consistent. We'll just have to give her Grief Seeds when she needs them."

"Now that I think about it, Sayaka took that job too. She might not be able to consistently hunt either. We could end up picking up the slack for both of them. I mean," she glanced at Soul, "I don't need the free time as much as I used to, but Tsubaki still doesn't know about this, and I don't want to keep hurting her feelings."

"Why can't you just tell her?"

"Because if we tell Tsubaki," Soul said, "She'll inevitably tell Black*Star, and Black*Star will eventually blab it to the whole school."

"And Lord Death doesn't want the general populace to know about magical girls," Maka continued, "It's best if Tsubaki and Black*Star don't know for now."

They split up to head their separate ways a little further on, agreeing to talk with Sayaka and Kyoko about hunting rotations tomorrow.

As Maka, Soul, and Blair continued their walk to their apartment, Maka sensed a familiar presence. Her head snapped over to a nearby spot. Soul noticed.

"What's up?" He followed her line of sight, "What the hell?"

"It's that strange cat I told you about, meow!" Blair said as Kyubey paced up to the group.

"Kyubey," Maka said simply, "Good timing, here." She dug out her used Grief Seed and tossed it to the creature. He caught it using his head, balanced it for a moment, then tossed it into the compartment in his back.

"You did fine work today I see," Kyubey noted.

"You're...Kyubey...?" Soul stared at the creature in disbelief.

Kyubey looked at Soul, "Oh?" Kyubey said, expressing surprise, "You can see me?"

"Yeah...Blair's magic...You look like a stuffed animal."

"I see. So that cat knows a spell that allows people to see me. Interesting. Not the first time I've been compared to a toy." Kyubey's tail twitched, "I'm Kyubey. And you are Soul Eater, Maka's weapon partner, correct? Maka has said a lot about you."

"She has?" He glanced at Maka, who shrugged,

"He was acceptable company before I met the other girls," she explained. Yes, she had been pissed, but when you were out fighting witches alone, sometimes you just needed _someone_ to talk to.

"Indeed. She tells me you're quite capable."

"Which reminds me," Maka said, "Remember Homura's 'theory' about Demon Weapons?"

"Naturally."

"We just tested it in that last battle. Homura's 'theory' was right."

Kyubey cocked his head, "She somehow knew that it would work. Based on what I've gathered so far, I've developed a few theories about her, but I haven't come to anything conclusive."

"What's are you guys talking about?" Soul looked between the two.

"We're talking about Homura," Maka said.

"Homura Akemi," Kyubey began, "Is an anomaly. I don't have memory of contracting her, even though she's a magical girl. In addition, she seems determined to keep Madoka Kaname from contracting."

Maka blinked, "She does?"

"Indeed. She's gone to intense lengths to make sure that Madoka Kaname does not make a contract."

Maka looked thoughtfully, "Homura's protective of Madoka. Maybe she simply doesn't want her to get involved. She's probably afraid that she'll get hurt."

"The chances of Madoka Kaname 'getting hurt' as you put it, if she makes a contract, are very low with her potential power level."

"You've mentioned something like that before. Just how much power are we talking about here?"

"Let me put it this way. Your own power, while very impressive and greater than any of the other magical girls in the city, pales in comparison. If Madoka wished for it, she could become a god."

Maka started, "You're kidding me. Is that kind of power even possible?"

"Theoretically, no. It shouldn't be possible. But Madoka somehow does. She'll be the most powerful magical girl in history if she makes the contract," Kyubey's tail swished, "If she makes the contract and becomes a magical girl, she would be able to easily help you defeat Walpurgisnacht."

Maka thought about this. A magical girl ally powerful enough to defeat Walpurgisnacht...powerful enough that Maka wouldn't have to use Soul? She already hated the idea of using him in what was guaranteed to be the most dangerous witch situation yet.

"Why wouldn't Homura want someone like that on our side?" She wondered out loud.

"Like I said, it's a mystery,"

"Hmm..." It all came back to the mystery of Homura.

"What are you thinking about?" Soul glanced at her.

"That I'm going to have to talk with Madoka and Homura later," she replied. She nodded a Kyubey, "Thanks for the information."

"One more thing, meow." Blair hopped down and walked over to Kyubey, "Why did you brush me off earlier?"

"My business is with magical girls," Kyubey explained, "I don't deal with witches or anything else with magic." He then turned and left.

"Hmph!" Blair turned her head away, "How rude!"

n/n/n/n/

The next day, during lunch, Maka looked for Madoka. She found her sitting with Homura, Sayaka and Kyoko. The latter two looked absolutely exhausted, yet satisfied.

"You two look like you had a good day," Maka commented, as she came up behind them. The girls turned in their seats. Kyoko smiled,

"Hell yeah we did. We managed to kick the butt of this idiot in our class. Best I've felt all day."

"The teacher was really impressed," Sayaka said, "Said that at the rate we're going, we could even enter the EAT class."

Kyoko gave Sayaka a questioning looking, "What does that mean, anyway?"

"The Academy is divided into two general 'classes,'" Maka explained, "You have the NOT class, which is about 90% of the student body. They are classified as non-combat. You, Sayaka, and those two," she nodded at Homura and Madoka, "Are NOT students."

"So, you're EAT Maka?"

"That's right. EAT students are the ones who take on missions and use their 'power' to fight evil."

"But Madoka was just telling me about a mission she and Homura went on," Kyoko pointed out in confusion.

"Me and Madoka are classified as 'borderline,'" Homura explained in that same calm, stoic tone of her, "We aren't EAT, but we're allowed to take small missions. On some occasions, we're even allowed to hunt kishin eggs under the supervision of a qualified EAT student. Which reminds me," she looked at Maka, "Would you be willing to write up a report for us of that mission we did a while back? We'd like to use it when the next application period comes up."

"Of course," Maka smiled at the other girl. There were a lot of things she would need to ask Homura, but she wanted to talk to Madoka first.

Madoka looked at Homura in mild disbelief, "Do you really think we're that good? I mean, the EAT class..."

"If it means anything," Maka put in, "I think you're good enough. You did excellently in that mission. It will be a positive report, don't worry." Madoka blushed slightly. "Which reminds me, I'd like to talk with you in private."

Madoka's expression changed into one of confusion," What about?"

"It's something important," Maka glanced at Homura, who was looking at her suspiciously.

"Um, okay," Madoka stood up. Maka led the other girl out of the lunchroom. The two of them went to a quiet place outside, where they could talk in private.

"Kyubey was talking about you yesterday," Maka started, as she leaned against a nearby wall, "He kept talking about how much power you could have if you decide to make the contract."

Madoka smiled slightly, "Yeah, he keeps telling me the same thing too. But Homura..." her smiled faded and she looked away, "Homura keeps telling me that I don't need to make the contract. She's says that I'm fine the way I am."

Maka examined the other girl closely, "Do you believe that?"

There was a pause, before the pink-haired girl shook her head, "No...not really," she looked up at Maka, "I'm not a very good meister. I'm not really good at anything else either. You and the others do all the fighting, while I do nothing," she placed a hand on her chest, "But...if I became a magical girl, I could help. Really help."

"Kyubey says that you would have enough power to help us easily defeat Walpurgisnacht."

"I...would...wouldn't I? If what Kyubey says about how strong I'll be is true..."

"I want you to answer this honestly, because it's important. Do you want to be a magical girl Madoka?"

There was a moment of silence, before Madoka nodded, "Yes, I do. I really do."

Madoka wanted to make the contract. She would be powerful enough to defeat Walpurgisnacht, a clear threat to the city. Yet Homura, from what Kyubey had said, was desperate for this not to happen. Something wasn't adding up here.

Maka smiled at Madoka, "Well, considering how I expect Kyubey to show up within the next five minutes, knowing him, what would you like to wish for?"

"Eh?" Madoka looked at Maka in confusion.

"You want to be a magical girl, right? So, think of something for to wish for."

"Now? Um..." Madoka looked away, but something about her expression had brightened slightly, "I'm...not sure..."

"You could wish for something similar to what I did," Maka suggested, "I wished to be strong enough to protect my partner. You could wish to be powerful enough to be the one to protect

Homura."

Madoka didn't respond, but Maka could tell that she was seriously considering the suggestion.

If Madoka made the contract, everyone would get what they would want, right? Maka wouldn't have to put Soul in such danger, Walpurgisnacht would be defeated, and Madoka would be a magical girl.

She suddenly felt a tug on her arm. The next moment, she felt herself thrown against the wall hard. She groaned in pain, then looked up.

There, standing, and looking absolutely furious, was Homura.

"_You...!_" Homura's tone was threatening, and she was coming off as incredibly menacing. Maka could feel the waves of anger coming off of her. Homura glanced back at Madoka, "Get back inside," she stiffly instructed.

"But...!" Madoka started, looking between the other two girls in distress.

"_Now!_ And if you see Kyubey, don't you _dare_ talk to him!"

The bow meister squeaked, and nodded. She scrambled away and went back inside. Maka watched her go.

As soon as Madoka was gone, Maka felt Homura grab her by the collar, and slam her against the wall. The other magical girl was trembling in anger.

"What were you thinking?!" Homura snarled, "Madoka Kaname cannot make the contract!" She looked at Maka with surprising ferociousness and pressed her tighter against the wall, "What was that about? Why do you suddenly want Madoka to become a magical girl?!"

Maka choked, Homura's hand pressing against her throat. "Kyubey...says Madoka...could help defeat...Walpurgisnacht..." She took in another choked breath before continuing, "Why...wouldn't we want...her to become a magical girl?"

Homura's eyes narrowed, "This is about Soul, isn't it?"

The memory of that day flashed through Maka's mind. That horrible moment, when she thought that her partner was going to die... "I can't let him be hurt like that again...That's why I made that wish..."

Homura's grip loosened slightly, "You're an idiot. Madoka making the contract won't solve the problem. She can't make the contract...she can't..." She suddenly released Maka and stumbled back. She was trembling again, "I won't let her make the contract." She glared at Maka, "If you insist on pressuring her...there will be consequences..."

Something was cracking. Maka could see it. Homura was starting to collapse under some great pressure. "Homura?" Maka ventured.

Homura was starting to shake harder, but Maka wasn't sure if it was entirely from anger. As she glared at Maka, she seemed a bit less intimidating somehow. "You aren't the only one...with something precious to protect..."

Something gave way. Perhaps because of the sheer pressure, Homura's Soul Protect suddenly dropped. And Maka found herself being smacked with the full force of the other girl's wavelength.

Great determination, coupled with an overwhelming sadness. From looking at Homura's soul, Maka could see that this was someone who had been through hell. There was fear there, but she was trying to keep it buried...

Maka couldn't get over how _sad_ the other girl was...

She slowly walked forward and grasped Homura's arm. The other girl started and looked up. Homura's normally cold, indifferent expression had cracked. Through the cracks, Maka

could see that the other girl was crying. Not openly, but she was.

"You released your Soul Protect," Maka told her softly. An expression of surprise flirted across the other girl's face. She reached up her arm and tried to scrub at her face. Maka caught the arm and look at Homura compassionately, "It's okay to cry you know."

That seemed to be all that Homura needed to hear.

Maka smiled sadly, as the other girl finally broke down. Reaching forward, the scythe meister hugged the other girl tightly.

Homura cried and cried.

n/n/n/n/

"I'm never going to hear the end of it from Soul once he finds out I ditched class," Maka commented as she took her seat across from Homura. The two of them were sitting outside Death Robbins, the sun shining brightly as usual. Maka was carrying two bowl of ice cream, and she placed one in front of Homura. "Here, hope you like chocolate."

"I like it..." Homura quietly, taking a spoon and beginning to eat. Within the past hour, she had changed from a stoic yet confident girl, to a timid wreck. Maka, sensing that the girl needed comfort more then anything else, had decided to take her out for some ice cream.

Sure, Maka had ditched class for the first time in her life, but she knew that this was much more important. The two girls ate their ice cream in relative silence. Maka broke the silence first,

"You going to tell me anything? I know that there's a lot that you're keeping from us."

Homura paused for a moment, before speaking, "Not everything. I don't want Kyubey to know, and if I tell you here, he might find out. But..." her voice trailed off and she looked down.

Maka looked at her sadly, "Why don't you want Madoka to make the contract so badly?"

"I...can't say, not completely," Homura looked away, "But she just can't. I don't want her to make the contract. Contrary to what she believes, she doesn't need to either," she looked in the distance, "Madoka is fine just the way she is. She's kind, almost to a fault. She's a wonderful person. And she doesn't need to become a magical girl to help people. If she would just open her eyes, she would see that she could do just as much as a meister." She spooned some more of her treat, "That's part of the reason we need to apply to EAT. If we make EAT, Madoka might finally see that."

She took a bite before continuing, "The problem is that next application period isn't until after Walpurgisnacht. If we could just get through that...then everything would be okay..."

"But if Madoka makes the contract, we'll be able to defeat Walpurgisnacht," Maka pointed out.

"Like I said, she can't. I won't let her. I don't want her to get involved. I...want to protect her," Homura started shaking again, "But she's so _kind_. She makes it so hard. She doesn't seem to realize that there are people who would miss her if she disappears!"

Maka reached across the table and grasped Homura's hands, "You're like me," Maka said softly, "Just trying to protect something important to you," she leaned back and looked away, "I'm really sorry about earlier. It was really uncool."

"It's fine..." Homura looked down at her frozen treat.

Maka smiled at her fellow magical girl, "I may not know everything, but I know enough. If you need anything, just ask."

Homura's head snapped up, "What?"

"You heard me. If you need help with anything at all, just come to me. You look like you need someone to talk to," Maka gave Homura her most sincere look, "Of course, that includes doing everything I can to help defeat Walpurgisnacht. And I'll also see what I can do to deflect Kyubey from Madoka."

Homura looked at her in disbelief. Then she smiled, the first genuine smile that Maka had ever seen from her.

"Thank you."

n/n/n/n/

Kyoko slammed against the wall unceremoniously, groaning in pain. Sayaka shifted out of her weapon form a moment later. Her hands on her hips, she stared down at her meister,

"I warned you, you know."

Maka watched the pair with an amused smile, leaning against her scythe. Kyoko had been the one to challenge her to the fight. The redhead had lasted all of three minutes.

The past few days, it had just been Maka and Homura hunting. This allowed Kyoko and Sayaka much needed time to focus on their studies at the Academy, their part-time job, and work on their developing partnership. The two would be re-incorporated into the rotation once they had settled in a bit more.

Soul shifted back into his human form as Maka walked over to the pair. She held out a hand to Kyoko. The girl glanced up at her. She then took the hand. Maka pulled her up, still smiling cheerfully. Kyoko and Sayaka made an impressive team, even this early in their partnership. They just didn't yet have the experience.

"Damn, that was embarrassing," Kyoko sighed.

"What did you expect?" Sayaka asked, looking slightly exasperated, "Not only are you still new at this, but Maka's EAT AND one of the best meisters in the entire school. We didn't stand a chance."

Maka chuckled, "Face it Kyoko. You may be my senior when it comes to being a magical girl, but when it comes to being a meister, I'm far above your level."

"Hah," Kyoko suddenly gripped her side, and winced in pain.

"You need to go the infirmary?"

"No, I'm fine. Nothing I can't heal with magic."

"I don't use magic at school as a rule," Maka said evenly, "It will raise too many suspicions. I'd recommend saving your magic and just going to the nurse."

Kyoko looked like she was about to argue, when Sayaka came up and placed a hand on her shoulder, "Maka's right. You should save your magic for when you really need it. And you probably shouldn't use magic here at school. If someone catches you, they could think you're a witch and panic."

Kyoko scoffed, "A witch?"

"The kind that cast spells and look human, not the kind that we magical girls fight."

"I know what kind you're talking about! Sheesh!"

In the end, Kyoko caved. Soul went to find Black*Star, while Maka and Sayaka escorted Kyoko to the Dispensary. Once they were there, Nygus, the nurse, tended to them. Sayaka raised an eyebrow at her when she entered.

"Where's Nurse Medusa?" Sayaka asked.

"Didn't you hear?" Maka looked at the other girl, "Nurse Medusa disappeared."

"Disappeared?"

"They're still looking into it, but apparently, she vanished without a trace some weeks ago. No one knows what happened."

"You don't think..." Sayaka glanced at Nygus warily. Maka caught on quickly.

"Don't worry. Lord Death specifically cited her as being able to know about magical girls."

"Indeed," Nygus said, as she tended to Kyoko, "Lord Death told me everything. Though I am surprised you girls can get hurt this easily."

"We can't," Kyoko said, glaring at Maka, "Normally we heal ourselves with magic, but _someone_ here insisted that I go to the nurse."

Maka rolled her eyes and ignored that last comment.

"I get it," Sayaka said, "In that case, do you think a witch got Medusa?"

Maka thought about it, "Possibly...Her disappearance does match other cases."

"We're actually investigating that angle," Nygus said as she finished patching up Kyoko, "But the fact is, we don't know as much about these...'other witches' as we would like. Me and Sid would actually like to see one up close if possible."

"Not going to happen," Maka said firmly, "No disrespect to you or Sid but witch barriers are dangerous for anyone who's not a magical girl."

"I understand," Nygus then glanced at Kyoko as she finished, "You might want to try healing that discreetly later." She then left.

Sayaka kicked at the ground, "I better get ready for class. I'll meet up with you during the practice class Kyoko!" She then turned and left the infirmary.

Maka glanced after her, "Are you two getting along okay?"

"We're getting along great," Kyoko replied, "It's just..."

Maka looked back at Kyoko, who was glancing away with a distant expression, "Is something wrong?"

"Nothing's wrong," Kyoko looked back at Maka, "I just can't believe I'm here," she chuckled, "A meister at the DWMA, in the service of the God of Death. I never would have thought I'd get to a point like this," she suddenly smiled, "Hey, what do you say we give Homura a break tonight and go hunting together? I don't have work for once, and I'm pretty sure Sayaka received a letter from her crush that she hasn't read yet, so she's probably going to be gushing over it all evening."

Maka smiled, "That sounds like a plan."

n/n/n/n/

Kyoko was waiting patiently for Maka and Soul by the usual meeting spot, munching on an apple. She waved them over,

"Hey you guys!"

"Hi Kyoko," Maka greeted.

"Where the others?" Soul asked.

"Sayaka is probably swooning over her letter from her would-be-boyfriend. Homura and Madoka have the day off, so they went to get some extra practice in," Kyoko explained.

"It's just the three of us today since Blair's working," Maka said as Kyoko pulled out her Soul Gem.

"Let's see if we can find something."

As they began walking through the streets of Death City, Kyoko started talking,

"So, this has just been eating at me, but what did you wish for anyway?"

Maka looked down, as the memory of that day flashed through her mind. She relayed to Kyoko the same story she had told Madoka.

"...You're kidding me, right?"

Maka head snapped up at Kyoko. The redhead was looking at her with irritation, "You wasted your wish on that?"

Soul had to physically hold Maka back from launching herself at Kyoko, "It wasn't a waste!" She cried, "If I hadn't made that wish, Soul would have...!"

"I understand that," Kyoko said. She glanced at Soul, "You seem to be taking all of this pretty well, considering."

"Maka needs me," Soul said firmly, "And she made that wish for me."

"Which is exactly the problem."

"Huh?"

"If you wish for the sake of others, it never turns out well. Never."

Maka her anger at Kyoko bubble up again, "Well, if you know so well, what did you wish for?"

The other girl stopped. Maka blinked, "Kyoko?"

There was a moment of silence, before Kyoko turned around, a smirk on her face, "You want to know my life story huh? Well here it is,

"I come from a religious family. My dad was a pastor, and we all lived in this church. Every day, people would come to hear him preach. My dad was a nice guy. He was the kind of person who would read the newspaper and tear up over all the bad things that were happening in the world, because he couldn't figure out how to make things better.

"He believed that religion hadn't adapted enough. He wanted something new, something that made sense in today's world. Then, one day, he began preaching things that weren't in our teachings. People got upset, and stopped coming to his sermons. The church kicked him out, and after that, well, no one cared what he had to say.

"From the outside, I bet it looked like he was trying to start a cult or something. Didn't matter if what he said was right, or even made sense. Everyone treated him like he was a psycho. It got so bad for my family, that there were lots of times where we didn't even have any food."

At this point, Maka glanced at the apple in Kyoko hand. Was that why she was always eating so much?

"I didn't understand it. My dad wasn't doing or saying anything wrong. It was just different from what everyone was used to hearing, is all. If people just calmed down, gave him five minutes, and really listened to what he had to say, they would have seen that he was right!

"Yeah well, nobody did.

"I started to get mad, really pissed off. I was angry that no one would give my dad a chance. Then, Kyubey showed up."

Maka's heart clenched, though she wasn't sure why...

"I made my wish. I wanted everyone to listen to my dad and take what he was saying seriously. The next day, people poured into the church. Everyday, there were more and more people, coming to hear my dad preach. And me? I started doing the magical girl thing. I figured, no matter how awesome my dad's sermons were, they weren't going to take care of the witches any time soon. It was my job. So, like an idiot, I threw myself into hunting witches full time.

"We were going to save the world together. Him doing it out in the open, and me in the shadows.

"Then, one day, my dad found out about what was really going on. Man, I'll never forget it. When he realized that everyone was there, not because of what he was preaching, but because of my magic, he totally lost it. Then he called me, his own daughter, an evil with. Heh, funny, right? Here I am fighting real witches, and he calls me a witch.

"After that, my dad had a breakdown. He got really depressed. He was drinking a lot, and then he went crazy. He killed my mother and sister, then committed suicide, leaving me alone."

There was a silence once Kyoko finished. She finished her apple and tossed the core on the ground. She then fished another from her pocket. She took a bite before speaking again, "For every bit of hope that goes into a wish, an equal amount of despair get released. Guess that's just how the universe keeps in balance." She looked Maka straight in the eye,

"That goes for all magical girls. All that hope created by your wish will eventually create a despair equal to it. My wish ended up destroying my family, because I didn't think about what my dad wanted. That's why wishing for others is never a good thing."

Kyoko pulled out another apple and tossed it to Maka, "Keep that in mind. Sayaka made the same mistake. I'm going to be there for her when it eventually comes crashing down on her. You better brace yourself for when payment comes due for you too," she then turned. She glanced over her shoulder with a smirk, "Enough about that, let's go find a witch. It's been too long since I've hunted one."

She walked on ahead. Maka didn't follow, not right away. She stared at the apple in her hand, feeling slightly numb from Kyoko's story.

"She's been through a lot," Soul finally said. He looked at his meister, "Hey, you okay?"

Maka smiled at him, though it was tinged with sadness. "I'm fine. I really shouldn't let it get to me, is all." She gazed at the apple again, then took a bite. It was delicious. She then glanced at Soul, "Come on." She then ran to catch up with Kyoko.

Despite what she said, the other girl's words echoed in her head.

_For every bit of hope that goes into a wish, an equal amount of despair get released._


	8. Chapter 8

I have nothing to say until this chapter is over.

A sincere thanks to all my reviewers!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater

/

The next day, Maka and Soul met with Kid, Black*Star, and their weapon partners before school.

Kid nodded at the two as they joined the group, "Good morning you two."

"Morning," Maka nodded at Kid with a smile. She noticed that the Reaper seemed troubled, "Something wrong?"

"Yes, actually." He looked at Maka seriously, "Last night, something entered this city. Whatever is was, it is starting to emit madness wavelengths."

"Madness wavelengths?" She was starting to get that sinking feeling again.

"Indeed. Already, Stein, who is vulnerable to madness as it is, is starting to feel the effects. We've been searching everywhere, but we can't find the source. At least, using our own methods." He looked at Maka, "But what about yours?"

Maka caught the implication quickly, "I'm not sure if it's even possible for one of 'them' to do something like that. Me and Kyoko went searching last night, but we only found a few familiars. It must have arrived after we finished."

Tsubaki looked between the two in confusion, "What are you two talking about?"

"Ah," Maka smiled at her friend, "Sorry Tsubaki. I'd tell you but..." she looked in the direction that she knew Black*Star was in. Except he was gone.

Oh great...

"YAHOO!" Several people looked up, but Maka didn't need to look to know that Black*Star was showing off again, "LISTEN UP EVERYONE! I AM THE GREAT BLACK*STAR, GRACING YOU WITH MY GODLY PRESENCE!"

Maka cringed, "That's why I can't tell you anything yet. The last thing we need is Black*Star yelling this stuff from the rooftops."

Tsubaki nodded, "I understand Maka, don't worry. I'll leave you all alone to talk then. I'm going to see what Black*Star's doing now."

"I think I'll come with you," Soul said, "I wanna see this."

After Tsubaki and Soul left, Kid said to Maka, "Do you think it might be a witch?"

"Maybe," She replied, "I'll have to ask Kyubey if they're capable of something like that. I might even be..." her voice trailed off.

"It might even be what?" Kid prompted.

She took a deep breath, "Homura told us that a powerful witch called Walpurgisnacht was coming. But that can't be right either," she frowned, "She specifically said that Walpurgisnacht projected its barrier outward and would have the power to destroy the city. This doesn't sound like it."

"I am curious about this 'Walpurgisnacht, however," Kid mentioned, "I would like to know more about it."

"It's a powerful witch," She explained, "The most powerful. So strong that it will take all of us magical girls to defeat. Homura told us that if we don't defeat it, it will destroy the city."

"Scary," Liz muttered.

"But you'll be able to beat it, right?" Patty asked.

"Hopefully," Maka said, "With four magical girls, it should be enough. Homura thinks it will be."

At lunchtime, Maka sat with her friends, and they all discussed their lessons so far. It was while they were talking that Kyoko approached them.

"Hey Maka."

Maka turned in her seat. Kyoko seemed slightly distressed, "What's wrong?" Maka asked.

"Have you seen Sayaka?"

She shook her head, "Not since yesterday. Why?"

Kyoko clenched a fist, "Argh. She wasn't in our dorm room when I got back last night, she wasn't there this morning, she didn't show up for class, and no one has seen her. It's starting to piss me off!"

"Do you need help finding her?"

"No, I'll find her on my own. See you later." Kyoko then left, Maka watching her in concern.

After school, she and Soul met with Homura and Madoka. Kyoko was nowhere to be seen.

"Does Kyoko have work?" Maka asked.

"No," Homura said. Her voice was slightly less flat, slightly more emotional, but there was still something incredibly guarded about her. Like she was afraid of something. Which, with Maka knowing as little as she did, Homura probably was. "But she did on alone. I'm going to catch up with her." She looked at Maka seriously, "Take the next few days off."

Maka blinked, "Why?"

"You've been hunting for several days in a row now. You deserve some time off. Here," Homura tossed a Grief Seed at Maka, which she caught, "That should last you. If you need any more, just ask."

Maka nodded in understanding. "Okay, good luck. And...tell me if you find Sayaka."

"Don't worry," Madoka said, with a determined look, "We'll find her."

Maka was about to turn and walk away, when she remembered something. She turned to Homura, "That reminds me. Kid said something in the city is beginning to emit madness wavelengths. I'm going to ask Kyubey next chance I get, but, if you could..."

"We'll keep an eye out for something like that," Homura assured her.

The next day, Maka found Kyoko sitting on top of the school steps as she and Soul arrived at school. The redhead was holding a piece of paper in her hands.

Maka stopped next to her, "Kyoko? Is everything okay? Did you find Sayaka?"

Kyoko shook her head. She then held up the paper, "Read this."

Slightly confused, Maka took it a read it. It was a letter.

_Dear Sayaka,_

_Fantastic news! I just met this wonderful girl! Her name's Hitomi. She currently on vacation from school, so she's going to be traveling with me as I finish the tour. I can't wait for you to meet her!_

The rest of the letter talked about how the tour was going, and other general happenings, but Maka barely processed it. She skimmed down to read the signature.

_Kyosuke_

Oh no. Sayaka's words suddenly echoed through her head.

"_I wished to heal the hand of a friend of mind. He's a violinist, and an accident messed up his hand pretty badly. He's currently on tour around the country, playing, and we keep in touch through letters."_

"_I am planning on telling him though. When he gets back from his tour, I'll be right there to greet him and tell him how I feel."_

A plunging feeling in her gut, she looked at Kyoko. The redhead was looking away, over the visage of Death City stretched out below them.

"She's not okay," Kyoko said simply, "Wherever she is, she's not okay." She pulled out what looked like a pear and took a bite, "This is why I warned her. Wishing for others never turns out well," she stood up, "I'm not going to class today. I need to find Sayaka." She then started down the stairs.

"What did that letter say?" Soul asked. Maka handed it to him. He skimmed over it, then looked at her in confusion.

"Sayaka wished to heal the hand of that boy," she explained, "She was going to admit that she liked him when he got back from his tour."

"Oh," he looked at the letter again, "That...sucks..." he didn't seem to be able to find a more appropriate word for it.

"It does suck," she agreed, "And it's probably affecting Sayaka badly. I hope Kyoko can find her."

As the two of them went into the school, Maka remembered Kyoko's words about hope and despair from a couple of days ago and shivered in understanding.

That evening, while studying, Maka sensed Kyubey and turned to find him sitting in her window.

"Something up?" She asked.

"I came to warn you," Kyubey replied, "Sayaka is deteriorating fast. Not only is she using too much magic, but there's a curse growing inside her. She'll be causing you a lot of trouble, even before Walpurgisnacht."

Maka looked at the creature in confusion, "What do you mean?"

Kyubey's tail swished, "You might want to ask Homura Akemi that question. She knows the answer."

Homura knew something? Tell her something she didn't know. She looked at Kyubey, "By the way, is it possible for a witch to emit madness wavelenths?"

Kyubey's tail swished, "It's certainly not outside the realm of possibility. Theoretically, yes, it is very possible."

What kind of witch could do that though? Maka wondered.

During school the next day, Maka met with Kid before school.

"Kyubey told me that it's possible for a witch to emit madness wavelengths," she informed him.

Kid lifted a hand to his chin in thought, "Which means that whatever's emitting the madness wavelength is likely a witch, since our own search has turned up nothing."

"Ah...how's Professor Stein...?"

"From what I hear, he's doing fair, considering the situation. But if we do not eliminate the source of the madness soon, I fear he may quickly slip into insanity. And others beside will likely follow."

Maka gulped. After school, she talked with Homura,

"You have to find that witch," Maka said, "If you don't the whole city will eventually go crazy. It will be as bad as Walpurgisnacht."

Homura nodded, "I understand. I'll look everywhere for it."

That evening, Maka was on the couch. Soul was in the kitchen, making dinner. She was gazing out the window,

"Maybe I should have gone with them..." she muttered.

A banging at her door shook her from her thoughts. Soul peeked out from the kitchen, "Who do you think that is?" he asked.

"I'm not sure." Maka walked up to the door, unlocked, and opened it. There, standing breathless, was Kyoko. "Kyoko?"

"Maka, you have to help me!" Kyoko cried, desperation evident in her voice, "Kyubey said that something bad is going to happen to Sayaka! I heard that you have something that might help me find her!"

Maka nodded, "Yeah, my Soul Perception..."

"I need you to find her! We need to help her!"

Maka nodded, "Let me get my coat." She rushed to her room to grab her black longcoat. As she went out the door, she called, "I'm going out to find Sayaka!"

"Good luck!" Soul replied, and after a pause, added, "And be careful!"

"I will!" Maka shut the apartment door behind her and followed Kyoko into the streets of the city.

Once they were outside, Maka focused her Soul Perception. She allowed it to spread outward, searching the city for Sayaka's wavelength...There!

"I found her!"

Kyoko nodded, "Then let's go!"

Maka led the way as the two of them rushed through the streets of the city. She occasionally used her her Soul Perception to calibrate their position, but she didn't really need to. Sayaka wasn't moving.

The two of them finally arrived at an abandoned storefront. The windows were cracked, the paint was peeling, and a faded sign that said 'For Sale' hung in one of the windows. It was there that they found Sayaka, hunched over on an old bench beneath a tattered awning.

Kyoko motioned for Maka to hang back. She did and watched as Kyoko carefully approached Sayaka. Kyoko sat next to Sayaka, acting casual, but Maka could tell that the redhead was both worried and scared.

"There you are!" Kyoko said, "You have any idea how long we've been looking for you?" She fished out a can of chips from her pocket, opened it, and starting munching on them, "What are you doing out here anyway?"

"I'm sorry for being so much trouble..." Sayaka's voice was so low that Maka could barely hear it from where she was.

"What are you talking about?" Kyoko asked. She sighed, "Look, I know you're torn up from what happened with your would-be boyfriend, but you gotta move on."

"How?" Sayaka asked bitterly, "He was the reason I became a magical girl. Now look. I was such an idiot..." she suddenly revealed her Soul Gem. Even from where she was standing, Maka could see that it was dark. Almost too dark.

Kyoko gasped. Then, determination came across her face. She grabbed Sayaka's shoulders, "You think you're an idiot?! My wish destroyed my whole family! But you don't see me moping, do you?"

Sayaka looked up slowly, as Kyoko continued, "Kyubey says that something bad is going to happen to you if you keep this up any longer!" She shook Sayaka, "I'm not about to let that happen! We're partners, remember?" Kyoko sighed, "If you hadn't become a magical girl, we would have never met..."

Something flittered across Sayaka's face. Then suddenly she broke down crying, and launched herself into Kyoko's arms. The redhead seemed shocked for a moment, then her arms came down around the other girl's shoulders.

"We're gonna get through this..." Kyoko muttered softly, "We just gotta work at it..."

After a while, Sayaka pulled out, "Sorry about that..." she muttered, rubbing at her face with her arm.

"It's alright. Couldn't leave my own weapon in that state, could I?" Kyoko chuckled, and ate another chip.

Sayaka laughed weakly, "Thanks..."

"Like I said, no problem. Now, let's get your Gem purified, shall we?" Kyoko pulled out a Grief Seed.

Maka watched the whole scene, feeling relieved. But why did something feel wrong...? On a whim, she pulled out her Soul Gem. It was glowing. Brightly. A witch was nearby, and approaching fast.

Before she could call out to warn the other two, both of them suddenly clutched at their heads, as if in intense pain.

"Ah!" Sayaka cried, "What is this?"

"Feels like...something is crawling around in my head!" Kyoko yelled.

Maka could only stand there in horror, as the landscape around them twisted.

A black area emerged, with a blood red sky. There were what looked like buildings, made of black ink that dripped and ran. That black stuff seemed to be everywhere, forming various shapes and dripping.

A drop landed on Maka's hand. She observed it. It was a lot like...

"Blood..." she whispered. Black blood.

The other two girls were trembling, and crying out. Maka ran over to them. She placed a hand on Kyoko's shoulder, and suddenly, the other girl stopped trembling so hard. She looked up slowly,

"Maka..." She said weakly, "How the hell are you not affected?"

"I'm not sure," Maka admitted. On a whim, she reached over and touch Sayaka as well. She stopped, whimpering.

"That was awful..." She looked up at Maka, "How did you do that?"

"Do what?" Maka asked in confusion.

"As soon as you touched me, that feeling went away..." Sayaka shivered, "It felt like my consciousness was being ripped out of my head..."

"Madness..." Maka said in realization. She focused her Soul Perception only slightly, but it still smacked her hard. Madness wavelengths were emitting from everywhere in this barrier. "This is the witch that's emitting the madness wavelengths." By all accounts, she should have been going as crazy as Kyoko and Sayaka were. "I'm immune..." she realized, "Somehow..."

"Well, what are we supposed to do?" Kyoko asked.

"I'm don't know," Maka admitted, "If I step away from you guys, with the madness this thick, you'll go insane. Maybe..." She was suddenly inspired. She focused. Her magic was protective magic. If she could protect from attacks, perhaps she could protect from madness too? She wove the spell carefully, until she saw a faint white aura around both of the other girls. She stepped back carefully, and to her relief, there was no reaction. "Feeling better?" She asked.

"Much," Sayaka stood up and looked around, "Creepy place, even for a witch barrier." She held out her Soul Gem. Maka realized that while it wasn't nearly as bad as it had been a few minutes ago, it was still distressingly clouded.

"Sayaka, you should probably sit this one out," she said, "Your Soul Gem is still in bad shape."

"Are you kidding?" Sayaka smiled, "Like I'm going to keep out of this one. This witch is going to cause a lot of trouble if we don't beat it, right? So, let's get to it! We're magical girls, after all!" She transformed.

Kyoko sighed and shook her head, "You're being stupid..." But then she smiled, "Doubt I can talk you down though." She transformed as well.

Maka took the cue and activated her Soul Gem. She let the familiar feeling of power wash over her, as her magical girl outfit appeared.

Sayaka ran forward a little, "What are we waiting for? Let's get this witch!"

"Hey, don't be reckless!" Kyoko called after her, "A witch able to do what it's doing is probably really strong!"

The three of them began making their way through the barrier. Out of the landscape, emerged what looked like black serpents with wings and sharp teeth, made of the same black blood as much of the rest of the barrier. The familiars, Maka assumed.

The three of them sliced through the familiars, although not without difficulty. These familiars are tougher than what they're used to. One nearly bit Maka's head off. Sayaka destroyed it so quickly that it surprised Maka. The other girl looks furious,

"Like I'm about to let that happen again!" She yells, as she hacks another group to pieces.

It took them longer then they would like. But finally, they reached the center of the barrier.

The witch looked like a huge, humanoid bird, with double wings. It was much more defined then the rest of the barrier, although it still dripped with black blood. It was perched in the center of what looked like a pool of black water.

The witch screeched, and serpents emerged from the surrounding landscape. The girls cut through them, then tried to reach the witch itself. From it, emerged several long sharp blades, which reached for the girls.

Maka threw up her aura around all of them, and although she heard the blades clang against her shield, she paid it little attention. She was more focused on the witch. She brought her scythe forward and thrust the blade into the witch. She felt her the scythe dig into something with an extremely thick consistency. In any case, it barely even dug into the witch. In her peripheral vision, she saw Sayaka and Kyoko have similar success.

The witch screeched again, and more familiars emerged. Maka could feel her aura fending off their attacks, but she couldn't keep it up forever. The aura was a constant drain on her magic, more suited for short bursts then extended use.

Sayaka turned and focused on the familiars, slicing through them with her sword. More blades emerged from the witch. Only Maka's shield stopped her and Kyoko from being skewered.

She leapt back, as did Kyoko. They needed a moment.

"Any idea?" Kyoko asked.

"I'm thinking," Maka replied, looking at the witch. There was another screech. The pool suddenly rippled. A feeling of dread welled up in her.

From pool, emerged first a large, pointed head with sharp teeth. Then claws emerged, and it used those to haul itself out of the pool, unfurling large wings. It looked like a huge dragon, made of the same, dripping black stuff as everything else.

Maka cursed, and beside her, she heard Kyoko do the same.

"What the hell?" Kyoko hissed, "Is that...another part of the witch?"

The dragon hissed. Its head then came forward, jaws open wide. Maka, who had dropped her shield to conserve magic, dove out of the way. The dragon began moving forward, growls deep in its throat.

She suddenly felt something slice through her side. She gasped in pain and looked down. The witch had brought out her blades again, and one of them was now embedded deep in her side. The blade withdrew, and Maka collapsed.

"Are you okay?" Sayaka called from her position fighting the familiars.

"I'll be fine," Maka replied, "I just need a moment..." She willed her magic to heal the wound.

Sayaka seemed to be contemplating the witch and the dragon carefully. Then, suddenly, she yelled, "That's it!" She rushed forward, brushing past Maka.

"Huh? What are you-?" Maka didn't get the chance to finish as Sayaka dove into the pool, vanishing beneath the black substance.

"Sayaka!" Kyoko yelled, charging forward, "Don't do something so stupid! Your Soul Gem..."

"It's too late."

Both Maka and Kyoko turned. There, standing, was Homura. She was gazing at the pool. "The fact is," she said, "Sayaka Miki was doomed from the moment she made the contract. I began to believe otherwise when you became her meister, believing you would save her from despair. But it seems like despair won't be what does her in now."

"What the hell are you talking about?!" Kyoko hissed.

Both the witch and the dragon suddenly screeched in pain. They both began to dissolve into liquid, sinking into the pool. A moment later, Sayaka burst from the pool, panting hard.

"The witch...was in there..." she got out as the barrier faded, leaving behind only the Grief Seed. She transformed back and collapsed.

"Sayaka!" Kyoko also transformed back and ran over to her partner. She knelt next to the other. "Are you okay?"

"I'm..." Sayaka brought out her Soul Gem. To Maka's horror, it was now completely black. And it looked familiar...

A horrible feeling clenched at her gut.

"Kyoko..." Sayaka said faintly, and she cried out in pain, hunching over, "What...is this...? I feel..." She shuddered again, "What's...going on...?"

Kyoko didn't respond. She couldn't. She was seeing the same thing Maka was.

A Grief Seed.

Sayaka suddenly screamed. And there was an incredible outpouring of power, the likes of which Maka had never felt before. She braced herself against the wind kicked up. Kyoko was blown backwards. Maka saw her and quickly caught her, holding them both against what was occurring.

What _was_ occurring? What was happening? What was this...?

That was just her imagination, right before this happened, right? There was no way that Sayaka's Soul Gem had become...

Maka could only shut her eyes, against more than whatever was happening to Sayaka.

n/n/n/n/

_In this country, a female who is not yet fully grown is called a 'girl' right? It makes sense then that those of you who are on your way to becoming witches, to be called 'magical girls.'_

/

My pre-reader, who's still on leave and is a huge Sayaka fan, is going to KILL me for this chapter when he finally reads it. It doesn't help that I accidentally got his hopes up that it wouldn't turn out this way for her.

Now that the big bombshell has dropped, I can FINALLY reveal some background information about the story.

The witch in this chapter was actually the witch form of the Soul Eater character Chrona! Yeah, you read that right. In this universe, Chrona is a girl with magical girl potential and was approached by Kyubey. Chrona wished to be able to become a kishin, believing this would earn her the praise, approval and love of her mother, Medusa.

Of course, in the process of becoming a kishin, Chrona realized that the affection from Medusa that she desperately craved wasn't coming. Even becoming a kishin wasn't enough. This sent her into despair, and turned her into a witch. The first thing she did as a witch was to eat Medusa.

Hence the events of Soul Eater episode 7 and beyond never happened due to the non-existence of Medusa and Chrona. Chrona ended up a lot worse than she did in either the manga or anime, what with becoming a witch and all, but at least Medusa got what was coming to her. I'd like to write the story depicting this sometime.


	9. Chapter 9

A sincere thanks to my reviewers!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater

/

Maka couldn't comprehend what she was seeing.

She could see the witch, but she wasn't comprehending it.

Sayaka's body was on the ground nearby, and Kyoko scooped it up. She and Homura said something, but Maka didn't hear them.

Did Sayaka just...? This couldn't be true!

"MAKA!"

Her head snapped up. Homura was examining her with careful eyes. "There was a reason I gave you those days off," the other girl said, "I didn't want you to see this."

What was 'this' exactly? Homura grabbed Maka's arm, dragged her over to Kyoko, and grabbed the redhead as well.

The world stopped. Literally.

Time stop magic. Homura had mentioned it before, but Maka had never appreciated it before now. The witch, the barrier, everything had stopped.

"Don't let go," Homura advised, "Or time will stop for you too." She began leading them through the barrier, to what Maka assumed was the exit.

"What the hell happened?" Kyoko asked, "What happened to Sayaka? Her Soul Gem's gone!"

"She let her Soul Gem become completely corrupted," Homura explained, "It turned into a Grief Seed, and she became a witch."

Maka felt like she was hearing the conversation from the end of a tunnel. She felt numb. And cold. Like her insides had gone completely dead.

The barrier finally faded, and time returned to normal around them. Homura let go of both of the girls and turned to face them.

"I'm going home..." Maka said faintly. She just needed some rest, right. Some sleep would help.

Kyoko looked like she was about to say something, but Homura placed a hand on the redhead and shook her head.

Maka nodded, "See you both tomorrow I guess..." She then turned and left, trying not to think too hard about what had just happened.

She made it home okay. Soul was in his room when she entered, and still awake, considering the light flooding from beneath his closed door. She stopped in front of it. She looked at it for a few moments, before going to her own room.

Mercifully, she fell asleep quickly.

n/n/n/n/

She didn't feel any better in the morning.

As she ate her breakfast quietly, Soul took notice.

"What happened last night?" He asked, "I've never seen you this...depressed before."

She shuddered, instinctively suppressing the memories of last night. "I don't want to talk about it," she said flatly.

He looked at her seriously, "Did you encounter a witch?"

"I said I don't want to talk about it!" She snapped. He jumped a little. He was still giving her that look, but seemed to lay off for now.

She felt that something horrible would happen to her if she let herself come to terms with those memories.

She remained quiet even during the walk to school. When they arrived, Kid approached them. He frowned upon seeing her slouched form.

"Don't ask," she said. It was best if she didn't think about. Just put it off for a while...

"Very well," he said, despite his obvious concern, "I was wondering if you would meet us in the Death Room. There's something we want to discuss."

Maka nodded, "Fine. Soul, you go on ahead."

Despite her partner's look of concern, he nodded, "Alright."

She followed Kid into the school, and through the hallways until they reached the Death Room. The first thing she noticed was who was also gathered there. Stein, Sid, Nygus...basically everyone Lord Death had deemed appropriate to know the secret of magical girls.

"Good morning Maka," Stein, her homeroom teacher greeted.

"Good morning Professor Stein," Maka faintly replied.

"Oh?" Lord Death looked at her curiously, "You don't look so well Maka. Are you okay?"

"I'm fine," she lies, "Just a rough hunt last night."

"I would imagine," Kid comments, "The madness wavelength disappeared, so I assume that you finally got the witch that was emitting them."

She nodded. They did get the witch. And then...

No! She couldn't think about it!

"Which brings us to our order of business," Stein says, "Maka, do you know where witches come from?"

She stiffens, "Why do you want to know?"

"We can't have something like that madness witch happen again," Sid says, "On top of that, Kid says that you mention something called 'Walpurgisnacht.'"

"You're going to have to ask Homura Akemi about Walpurgis. She knows more than I do."

"We'll make sure to do just that," Kid says, "But back to the point. Maka, do you think you could ask Kyubey where witches come from? Our current theory is that we could somehow destroy witches before they form, stop the problem before it starts."

She went as stiff as a board. Then finally, everything crashed down on her.

Sayaka became a witch. Magical girls become witches. The source of witches were the magical girls.

She started trembling. It was all too much...!

"Maka?" Kid asked, "Are you okay?"

"If..." she started, "If you want to get rid of witches..." She felt something inside her break, "Then you'll have to kill me! Me and all the other magical girls!" She then started crying.

Without thinking, she turned, and fled from the Death Room. She heard them call out for her, but she ignored them.

She just needed to _get away_...!

When she finally stopped running, she found herself in the streets of the city. She leaned against a nearby wall, breathing hard, tears streaming down her cheeks.

Magical girls become witches, magical girls become witches...

It couldn't be _true...!_

"Well, what a coincidence."

Maka looked up. Coming up, was Kyoko, accompanied by Madoka. Kyoko was munching on a corn dog.

Madoka seemed solemn, and her expression turned to one of concern when she saw Maka, "Are you okay Maka?" Madoka walked over to the scythe meister.

Maka shook her head, "No, I'm not okay..."

Madoka reached out and took her arm gently, "It's because of what happened last night, isn't it?"

Kyoko sighed, "Look, I know how you feel. But listen to this. Me and Madoka are going to try to see if we can't do something to help Sayaka."

Maka looked at them skeptically, "How?"

"If Sayaka hears the voice of a friend, she might remember being human. It's worth a shot, I think. In any case, I'm not about to leave her like that," The redhead smirked, "I wouldn't mind some backup though. What do you say?"

Maka thought for a moment. If there was a chance, any chance, that they could save Sayaka... "I'm in," she said.

Kyoko seemed pleased, "Great, let's go then." She held out her Soul Gem, and the three of them started walking.

"Where's Homura?" Maka asked.

"I'm not sure," Madoka admitted, "She wasn't in our apartment when I woke up this morning."

"We don't need her," Kyoko said, "I think she could care less, frankly."

"That's not true! She really does care!"

"Yeah right," Kyoko snorted, "Maybe you don't notice because she's so sweet on you for whatever reason, but she doesn't really give a damn about the rest of us."

Maka recalled her conversation with Homura, after she had her breakdown. Homura cared for Madoka deeply. Maka remembered what Homura had said while they were fighting the madness witch,

"_Sayaka Miki was doomed from the moment she made the contract."_

Homura had _known_. She had known the truth about witches, and she had known that Sayaka was about to become one.

But how? What was her secret? What was going on?

The three of them wandered through the city. It took a while, but finally, Kyoko's Soul Gem began to glow.

The redhead stopped. They were in front of a fountain in one of the public squares, "Here."

"Are you sure it's Sayaka?" Madoka asked, "What if it's some other witch?"

"The magic signature in the same. It's her."

Kyoko transformed. Maka took the cue and transformed as well. The other magical girl turned to Madoka,

"Point of no return, you sure you want to do this?"

Madoka smiled, "Actually, I'm used to this part," she looked away briefly, "All I've done until now is tag along. I've never been able to help much," she then looked back with a determined expression, "But I'm ready, so please, take me with you."

Kyoko smirked, "You're a strange girl, ain't ya? Guess you'd have to be to attend the Academy." The portal opened. Without another word, the three girls stepped through.

There actually wasn't much, for a barrier at least. Most barriers Maka had been in had been wide open spaces. This one was simply a long corridor, lined with posters.

Kyoko led the way, with Madoka between the two magical girls.

"Ummm..." Madoka started, as they walked, "Hey, Kyoko, Maka?"

"Yeah?" Kyoko asked.

I feel really bad that I can't be more helpful..." the other girl admitted, "Everyone else is always doing the fighting for me. Anyway, I sort of feel like a coward."

Maka immediately knew where this was going. Shoving her increasing uneasiness into the back of her mind she said, "You shouldn't. I mean, you faced down that pre-kishin back during that mission. Our job as meisters requires a lot of courage."

"Yeah but...that was different..."

"Different how?"

"It's just..."

"Homura doesn't want you to make the contract..." Maka's voice trailed off, as a sudden realization struck her, "She knew the truth about witches. That's why she doesn't want you to became a magical girl. Because she doesn't want to see you become a witch..."

The pieces were finally starting to fall into place. Homura knew magical girls became witches. She didn't want Madoka to make the contract because of that fate. It didn't answer everything, but it did answer one of the big questions.

"But what if..." Madoka started

"Don't even think about it," Maka said firmly, "You're better off not becoming a magical girl."

Madoka looked down and Maka wondered for a moment if she had come off as too harsh. But then she remembered her promise to Homura to help her in making sure Madoka didn't make the contract. Maka felt a little better then.

Still, something was starting to grow in the back of her mind...

_Magical girls become witches...magical girls became witches..._

But they still had a chance! If this worked, they could bring Sayaka at least partially back to normal.

They walked through a door. Another hallway stretched out in front of them. There were round screens lining this one, displaying, what Maka soon realized, seemed to be memories from Sayaka's life.

The door behind them suddenly slammed shut. Kyoko tensed,

"She knows we're here! She's coming!"

The hallway began moving. Suddenly, hallways flew by them, doors opening to let them pass. Until finally, one last door opened.

They found themselves in a large, domed concert hall. Silhouettes were playing haunting orchestral music. And in the center, was the witch that Sayaka had become.

She looked like a twisted mermaid, with a cape and a heart shaped neck ruffle. She wielded a sword in one hand, and seemed to be conducting the orchestra.

"Madoka, do your thing," Kyoko said, "Maka, see if maybe you can sense Sayaka's soul. If we find out where her Gem is, we can maybe get it back."

Maka nodded. Closing her eyes, she concentrated. At first, she felt nothing at all. Then she sensed something. Faintly, she remembered sensing something similar when she was in the barrier of the witch that had caught Kid. She focused on it. And suddenly, it became clear.

It was a soul wavelength. Sayaka's wavelength. But it was twisted and corrupted almost beyond recognition. It reminded Maka of a kishin egg soul. Except she could sense that there was no coming back from this.

This, combined with the sheer _despair_ radiating off the soul, caused her to collapse. She felt the shock from seeing the initial transformation slam her all over again. But it was even worse than it was then.

She could accept the fact that she would be fighting witches for the rest of her life in exchange for her wish. She had long accepted that as the price for the power that she had craved so dearly.

She could accept _this._

_Magical girls become witches...magical girl become witches..._

This was her fate. Her Soul Gem would one day become a Grief Seed, and she would turn into a monster.

It was too much. She felt her mind overload, and then go completely blank. She heard Kyoko, and Madoka. She felt the redhead shake her, then heard the other girl curse under her breath.

It was then Maka realized that she couldn't do this. She needed to get out of here.

She didn't really process how, but, somehow, she managed to leave the barrier despite the battle that was occurring. She could care less about it at this point.

_Magical girls become witches...magical girls become witches..._

That awful statement kept repeating in her head.

n/n/n/n/

She didn't go home. Instead, she sat herself down in an alleyway, her knees drawn up to her chest. Here, she remained concealed from the person occasionally passing by on the street. That same statement kept repeating itself over and over again.

_Magical girls become witches...magical girls become witches..._

She was there for a long time, when she sensed a familiar presence.

"What are you doing here?" She tried to come off as intimidating, but she ended up sounding hollow instead.

"I just thought you might be interested in hearing how the battle went," Kyubey said. From the corner of her eye, Maka could see that he was sitting across from her, his tail swishing back and forth.

"What happened?"

"Kyoko is dead," was the simple reply, "She killed herself along with the witch. You and Homura are the only magical girls left."

"...Why...?" She asked, "Why do we turn into witches...?"

"It's natural, really. After all, you magical girls are essentially young witches. When your Soul Gems become completely dark with despair, or occasionally overuse of magic, it becomes a Grief Seed. This is the inevitable end of all magical girls."

"Why...? Why do this to us...?"

"Do you know want entropy is Maka?"

Despite herself, she nodded, "It's the gradual loss of energy from the universe."

"Yes. My race has been researching how to reverse entropy. We searched for an energy not bound by the laws of thermodynamics. Then, we found the power of the magical girls."

"Your race...?"

"I am an 'Incubator.' I come from a civilization that doesn't originate on your planet. Don't misunderstand though, we harbor no ill will towards the people of this planet. We developed a technology that can change emotions into energy. Unfortunately, we are incapable of feeling emotion, so we searched the universe, studying the various species. Then, we found this planet.

"The amount of emotional energy produced by a human, is greater than the energy used between it's birth and growth. The human soul was the energy source that we were looking for. In particular, we found that the greatest amount of energy came from human girls in their second stage of development, with the greatest fluctuations between hope and despair

"When your Soul Gems turn into Grief Seeds, an enormous amount of energy is released. My job is to collect that energy."

"So...that's why..."

"We do acknowledge you humans as sentient though. That's why we try to deal with you in a fair manner. After all, you got something out of the deal, didn't you? You don't regret the wish you made, do you?"

Maka shuddered, as the memories came flooding back. Would she had been better off not making that wish...?

No! To regret that wish would be the same as saying it would be better if Soul was dead!

She shook harder. But she was to become a monster for it...

"The amount of energy we got from Sayaka was fair. But the energy that we'll collect from you will be far greater. Your power is far more impressive, it will make for a much more powerful witch, and in extension, much more energy."

Something inside her broke. She began to giggle,

"That's how it is, isn't it?"

n/n/n/n/

She never did go home. She was content to spend her night in that alleyway.

She woke up on the concrete the next morning, sore but refreshed. She stretched, her bones cracking and cracking. She smiled up at the sun.

What a wonderful morning! She knew what she needed to do now. Humming to herself, she stepped out of the alleyway and began walking the streets of the city.

She was hoping to run into someone. They had probably started looking for her last night. Any minute now, they would show up. In the meantime, she would enjoy the sun.

"Maka!"

She turned. There, coming up, was Soul. Perfect!

"Soul!" She said cheerfully, "I'm so glad to see you!"

"Why are you so happy? Fuck, do you know how worried I was?!" He took a deep breath, "Homura told us everything. About the witches...what that bastard has done to all of you...I was scared that something had happened to you!"

She smiled, "Don't worry, I'm not a witch. Not yet at least." She retrieved her Soul Gem from her coat pocket and examined it. It had gotten much darker since last night. Not that she really cared anymore.

"Your Soul Gem...Fuck," he began searching his pockets, "Homura lent me a Grief Seed in case I ran into you. Here," he pulled it out and held it out to her.

She took it and examined it. She didn't plan on using it. She was already at peace with what was going to happen. She tucked it away. Maybe, right before it happened, she would place it somewhere for Homura to find later.

"What are you doing? Use it!"

She shook her head, "No, I don't think I will." She stepped forward and grabbed her partner's arm, smiling brightly at him, "You see this is perfect. When I become a witch, which will happen very soon I think, you'll be in my barrier when it happens. I'll be able to protect you forever there."

Soul's expression changed to one of mild horror, "Maka...what the fuck is wrong with you?"

She laughed, "What are you talking about? I'm fine," she pulled closer to him, "You see, magical girls become witches. So, in order to make sure that my wish stays fulfilled, you're going to be here when I become a witch." She giggled at the thought. Soul would be with her forever there. He would never be hurt again there. It would be wonderful.

"You've lost it," came a flat voice.

Somewhat reluctantly, Maka pulled away from Soul and turned. There, was Homura, with Kid and Madoka.

"Homura," Maka said cheerfully, "Good timing. It saves me the trouble of trying to find you," she giggled, "Instead of killing you as a witch, I can kill you as a magical girl instead. After all, Kyubey says that magical girls are young witches. And magical girls hunt witches. So other magical girls should be fair game, right?"

"I repeat, you've lost it," Homura transformed.

"What are you doing?" Kid asked, a note of horror in his voice.

"I'm going to put her down," was the response.

"Homura," Madoka gasped, "You can't!"

"It's too dangerous to leave her like this. At the rate she's going, she's going to murder someone before becoming a witch." Homura pulled out a gun, "Finding out that magical girls become witches broke her mind. She's insane. Unless I end this now, she'll cause a lot of damage."

Maka giggled, "So that's how you want to play, huh?" She transformed, allowing the feeling of power to flow over her for what would likely be the last time. "I can do that!"

Homura vanished. A moment later, there was a gunshot and she was almost right in front of Maka. She was eyeing the bullet that had just fell to the ground uselessly.

"Nice try," Maka smiled at the other girl, "I thought you might try using your magic to shoot my Soul Gem, so I put a shield around it. My turn now!" She took her scythe and swung it at the other girl. The other vanished. She reappeared and fired off another series of shots. They all bounced off Maka's shield, which she had thrown up just a moment ago.

Maka twirled around and charged at the other girl. Homura quickly teleported away again. Maka giggled,

"Come on! That time stop trick of yours is no fun!"

"Stop it!" Soul yelled, although his voice was tinged with helplessness, "Both of you!"

Homura clenched her teeth at she looked at Maka, "I was afraid that this was going to happen. We're at a stalemate. And your Soul Gem is nearing it's limit. Do you truly want to become a witch?"

"Not much else of a choice, is there? At least as a witch, I'll be able to protect Soul in my barrier forever."

"You really think that?" Homura shook her head, "I know I can't talk you out of this. And I've never been able to shock you out of it either," she suddenly looked thoughtful, "Unless..."

Maka blinked. What was she planning? She readied her scythe, preparing an energy blast. With this, she should be able to blow away the immediate area. The resulting magic strain would crack her Soul Gem, sure, but that was going to happen eventually anyway, right?

Homura didn't vanish though. She merely aimed her gun and fired.

The bullets didn't bounce off. In fact, the gun wasn't even aimed at Maka. The white magical girl slowly turned around.

_Soul..._

That memory of that day, the day she became a magical girl, flashed through her head as he collapsed onto the ground. The blood, pouring forth from her dear friend, her partner, perhaps the most important person in the _world_...

Suddenly, the world became clear. It was like a fog had lifted from her mind. What was she doing? She had nearly...and now Soul was...

"SOUL!"

She ran over to him, allowing the magic she had gathered to dissipate. She kneeled next to him. His eyes were screwed shut and he was gasping for breath...No, no...She reached out and summoned her aura, willing it to heal. She watched as, to her relief, the blood stopped and the wound closed up. He breathed much more easily a moment later.

She wasn't out of the woods yet though. She released her transformation and quickly dug around in her pockets for the Grief Seed Soul had given her. She found it and held it to her Gem. She watched, as the disturbing darkness vanished, leaving behind pure white.

She breathed out. That had been close. It would have taken just a little bit more, and she would have met the same fate as Sayaka.

She shut her eyes. She couldn't believe what had just happened. She couldn't believe any of this.

A warm hand fell on her shoulder. She opened her eyes. Soul had managed to sit up, and he was now giving her that understanding look. Without really thinking about it, she launched herself at him, hugging him tightly, and started to sob.

As she cried, she sensed the others gather in close. She allowed herself to draw strength from their presence. They were her friends after all.

Even Homura. Maka understood why the other magical girl did what she did. And Maka forgave her for it.

Somewhere, in the background, Maka sensed Kyubey. She didn't give the creature much thought though.

There would be time to confront that creature later. Right now, she just wanted to be right here, among her friends, and what felt like the warmest place in the world.

/

At my count, we have about two chapters to go before Walpurgisnacht.

One of the flaws I've found when writing this story is that while I intended to tell it from Maka's POV, a good number of things happen that she doesn't see. Like a scene in the Death Room, where Homura tells the connection between magical girls and witches, Kyubey shows up and fills in the blanks, and everyone gets royally pissed at the Incubator.


	10. Chapter 10

Why is such a big chapter up so quickly? Because I've actually had most of it written out for a long while.

Disclaimer: I don't own Puella Magi Madoka Magica or Soul Eater

/

_Loop 0_

The stairs were absolutely horrific.

That was Homura's first thought as she climbed the long stairs up to her new school. Normally, she would be worried about her heart after so much strain, but that wasn't really an issue anymore.

"_After the blood awakens like this, most severe medical conditions tend to fade."_

She no longer had heart problems, but now a whole new life was being thrust upon her.

"_The Academy is where you need to go now."_

She often wondered what she was doing. The Academy was where the heroes of the world were trained. And she didn't really feel like hero material. With her long black hair done in braids and glasses on her face, she didn't even look the part.

She gasped and leaned over as she finally reached the top, breathing hard.

What a climb.

...And she was going to be doing it many more times in the days and weeks to come.

"_A sound soul dwells within a sound mind and a sound body."_ That was one of the Academy's primary principles. Stairs like helped students develop a 'sound body.'

She collapsed on the ground. What was she thinking? Coming here? She wasn't any good. Up until recently, she had been in the hospital. She didn't have time to do much. Then again, she hadn't been given much choice. People like her had to come here to learn.

She wasn't sure how long she sat there when she heard, "Are you okay?"

She turned her head. Then looked up.

Standing over here was a girl, about her age, wearing a black long coat, with ashy blond hair done up in pigtails and dark green eyes.

Homura tried to respond, but couldn't. She was still breathing hard, and her chest burned. She took a few deep gulps of air, before finally saying,

"I-I'm just not used to..." Another gulp, "This much exercise..." She looked up, "I've been in the hospital until recently..."

"You were in the hospital? What are you doing here at the DWMA then?" The girl looked curious.

"I'm a Demon Weapon," Homura explained. The memory of discovering her power was still fresh in her mind, "I came here to learn how to control my power..."

"I see, that makes sense." The other girl held out a hand, "Here."

Homura took one more slow breath, before taking the other girl's hand. She was pulled up.

"What's your name?"

"Homura Akemi."

"Maka Albarn," Albarn smiled, "Good luck! I look forward to seeing you around!" She then walked off. Homura looked after her.

Her first day at the Academy was certainly off to an interesting start...

…...

Useless, that's what she was.

After the initial orientation, Homura started looking for a partner, a meister. And kept coming up short. No one really seemed interested in her.

She had passed out during warm-up exercises during one of the physical classes, and she had quickly become lost during regular classes. It had simply been too long since she had attended any kind of school.

She was sitting in the lunchroom, picking at her food. She was sitting alone.

This was all starting to feel like a horrible mistake. But what else could she do?

"Excuse me?"

Homura lifted her head. There, standing with a tray, was a girl with pink eyes, pink hair, and pigtails, wearing a traditional school uniform. She was smiling gently.

"Mind if I sit here? My usual seat is taken today."

Homura didn't say anything, she just nodded. The other girl took the seat across from her. They ate in silence for a moment, before the other girl said,

"So, why are you alone? Where's your partner?"

"I don't have one..." Homura said glumly, "I'm new here, and I haven't found one yet..."

"I see," the other girl ate another bite of her food before continuing, "You shouldn't worry too much about it. My friend Sayaka has been here for a while and she's yet to find a partner either. You just have to give it time. Are you a weapon, or a meister?"

"Weapon."

"Oh! What kind?"

Homura looked away, "It's really lame..."

The other girl shook her head, "I doubt it. All weapons have power. You just have to find the right person to help you develop it." The girl smiled brightly, "I'm Madoka Kaname, I'm a meister. And I haven't found a partner either. What's your name?"

"H-Homura Akemi..."

"That's a great name! Homura..." Kaname seemed to be testing it on her tongue.

"I'm not really worthy of it..." Homura muttered, looked down at her food helplessly.

"No way!" Kaname shook her head, "You have a cool name Homura! So, you should become cool to match it!"

Homura felt herself blush a little, and looked down and away from the other girl. Still though, she couldn't help but smile slightly...

…...

Only to pass out again later that day. She really was useless.

She lived off campus instead of the dorms. She had picked out an apartment, was now walking through Death City on her way there, looking at the ground.

"I'm so useless..."

"_You should become cool to match it!"_

"I wonder if I will always be like this..."

"_Then it'd be better if you just died now, wouldn't it?"_

"It might be better if I just died..."

"_Yeah! You should just die!"_

"If I just died..." She slowly shut her eyes...

Then snapped them open. She looked around her in horror. The landscape had changed. It looked like nowhere she had ever seen before and, in some bizarre way, it reminded her of a painting.

"Wh-where is this?" She looked around, trying to find something familiar. She heard a rumble and whipped around. An fancy arch materialized.

"What? What's going on?"

From under the arch, emerged a group of strange creatures. They looked like people that had been scribbled on paper. They started advancing towards her.

"No!" She tried to run, only to immediately trip and fall. She turned and saw the creatures still rapidly advancing. She could only watch in terror as they came closer...

She suddenly heard the sound of a gun going off, followed by the sound of something else. The creatures reeled in pain as the projectiles hit them. What looked like yellow ribbons materialized, wrapped around them, and lashed them against the arch.

"That was a close one!"

Now there, standing in front of her, were two girls, both of them dressed in fancy costumes. One of them turned to look at her with a small smile. Homura held back a gasp. It was Miss Kaname!

"It's fine now Homura!"

Homura could only look on in amazement, "You're..."

"They're magical girls," Homura turned to see a white creature with pink marks and a fluffy white tail that was twitching behind it, "They fight witches."

"Now you know our secret," Kaname and the other girl turned back to the still-trapped creatures. Miss Kaname flashed a smile to Homura, "Don't tell anyone at the Academy, okay?"

The two of them released projectiles, Madoka an arrow, the other girl bullets, into the creatures in a fantastic display.

Homura could only watch on in awe.

…...

"So Miss Kaname, you're fighting things like that all the time?"

Homura was now at the apartment of the other girl, Mami Tomoe. She had learned that Miss Tomoe was a rifle meister who attended the Academy, although her partner, Thomas, didn't know about her being a magical girl yet.

The three girls were all sitting at a small table in the living room. Tomoe had served them cake and tea. Kyubey, as Homura had learned that the white creature was called, was sitting on the table, observing.

"Not really all the time," Kaname admitted, "Mami is the veteran. I just made the contract with Kyubey last week."

"But in today's fight, you were much better than earlier," Mami commented with a smile.

Kaname giggled, embarrassed.

"I-Is it okay?" Homura asked, "Aren't you afraid?"

"It's never really okay," Kaname smiled, "And of course, I'm afraid." She looked thoughtfully away, "But defeating a witch helps a lot of people," she looked at Tomoe, "So it's kind of worth it, right?"

Tomoe nodded in agreement, as Homura looked at both of them, with eyes shining, as Tomoe said, "Madoka should be a pro before the Walpurgisnacht."

They were both so cool...

n/n/n/n/

The next day, Homura felt a lot better.

Her experience yesterday had been incredible. Amazing. She smiled to herself as she walked up the steps to the Academy. Miss Kaname was amazing. So was Miss Tomoe.

It was another long climb, but Homura didn't mind it as much as she did the day before. Even if she was on the ground, again, panting and feeling like she about to pass out again...

...Who was she kidding? She could never hope to be as cool as Miss Tomoe or Miss Kaname.

"I had a lot of trouble with those stairs too."

Homura looked up. Miss Kaname was there, smiling down at her. "Of course, it's worse for us meisters. We're expected to be in top physical shape. We have to be, if we want to fight." She offered a hand, "Here."

Homura took Kaname's hand and let the other girl help her up.

"Miss Kaname," Homura started.

"No need to be so formal! We're the same age after all!" Kaname just kept smiling that cheerful smile of hers.

Homura looked away. She didn't feel comfortable calling Miss Kaname by her first name like that... "Um, shouldn't you be getting to class?"

"I was actually looking for you," Kaname said, "I heard from some other students that you might still be coming up the stairs, so I waited for you."

"Why?"

Kaname's face became serious, than...nervous? What would Miss Kaname be nervous about? "I...wanted to ask you an important question..." Homura nodded. But what Miss Kaname said next knocked her clean off her feet.

"Do you want to be partners?"

…...

"Okay. Can you transform?"

"Y-Yeah..."

They were in a workout room with several other students. This would be Homura and Kaname's first session together.

Homura concentrated. In a moment, she felt the familiar tingle, and then, the next moment, her weapon form landed in Kaname's hands.

It was always an odd feeling, being in weapon form. On one hand, she could still feel her human body, like it was merely stored inside the weapon, and she could still move it in there. At the same time, she felt the weapon itself, every piece of it, while somehow understanding that it was her as well...

Definitely an odd feeling, but one she was slowly getting used to.

"A bow huh?" Kaname examined the sleek purple bow that she was now holding. "It's very pretty Homura. It's also nice because I already wield a bow in my...other job." She looked closely, "I don't see any arrows of any kind though."

"Th-the arrows are your wavelength..." Homura said, her voice having taken on a slight echo as a result of being in weapon form.

"What do you mean?" Kaname looked at Homura curiously.

"Professor Sid explained it to me once, during a practice with someone else. The bow gathers your wavelength, and forms arrows out of it. Like you form arrows with your magic, Miss Kaname."

"How many times do I have to tell you that there's no need to be so formal? Especially now that we're partners." Kaname gave Homura an amused look.

"From what I can see Miss Kaname, that's even more reason to be respectful. You're my meister now after all."

"...I think you're missing the point a little..."

…..

Homura's life was busy. Between training with Miss Kaname and accompanying her and Miss Tomoe on their witch hunts, it left little free time.

But Homura didn't mind. Not one bit.

She and Miss Kaname developed quickly. Certainly, there were a few hiccups (the one with Professor Sid, the PA system, and some cafeteria food was one incident she wasn't forgetting anytime soon) but it was all part of the process.

At the rate they were going, they would even be able to take on actual missions soon.

One day, after school, Homura was about to part ways from Kaname for the day, when something stopped her.

"Miss Kaname," she started, "Where do you live?"

"Oh," Kaname smiled, looking a little embarrassed, "I'm actually still in the dorms. I'm thinking of moving in with Mami, but we're not sure how to explain it to her partner..."

"Um..." Homura fidgeted, "If...if you like...you could move in with me..." Kaname looked at her in surprise, and Homura continued quickly before she lost her nerve, "They encourage meister-weapon pairs to live together if possible, and I have an apartment..."

Kaname smiled at her gently, "That sounds like a wonderful idea Homura."

Homura returned the smile.

…..

It would never happen.

The sky was now dark, and sand swirled around them. It was like they were in the vortex of a sandstorm. High above her, a huge witch floated.

Miss Tomoe...Miss Tomoe was dead Homura was kneeling by her corpse with Miss Kaname and Kaname was standing up and...

"Here I go..." Kaname said.

"Miss Kaname...!" She knew what was coming. And she didn't like the clenching feeling around her heart that was occurring at the thought. "You can't!" She blurted, "Miss Tomoe just died against that thing!"

"That's why I have to do this," Kaname said, "I'm the only one left who can stop Walpurgisnacht."

"You can't win alone against that thing, it's impossible!" She could feel herself breaking inside, "You'll die and I...I can't allow that!" The weapon protects the meister, wasn't that what she had been told. But Demon Weapon had no effect on witches, she couldn't protect Kaname against them. Especially not this one...!

Kaname gave her a sad smile, "Still, I'm a magical girl. Its my job to protect everyone from witches..."

Homura looked down. Her body started to shake with sobs as her heart started to break, "Let's run away!" She said, "There's nothing we can do! No one would hold it against you!"

"Homura...I'm really glad I became your friend, then partner. Even now, the fact that we were in time to save you from that witch...It's one of my proudest accomplishments."

Homura slowly looked up. Kaname was smiling brightly now. "That's why," she said, "I'm really glad in the end that I chose to become a magical girl."

"Miss Kaname..." This wasn't happening...

"Goodbye Homura." Kaname turned and leapt up towards the gigantic witch, "Take care!"

"No!" Homura screamed, reaching out with both hands for the other girl, as if she could grab her and hold her back, "Don't go! Miss Kaname!"

…

"Why...?"

Kaname was laying on the ground, completely still and her eyes closed. Homura was leaning over her, tears pouring from her eyes. The clouds that gathered earlier had finally opened up, and it was raining, complete with thunder in the distance. Walpurgisnacht was gone, but Miss Kaname...

"You knew...you were going to get killed...I'd rather you have lived..." She collapsed onto the cold body, sobbing, "Than saved someone like me...!"

"Do you really mean that, Homura Akemi?" She heard Kyubey's voice as she continued to cry, "Would you put your soul at stake for that wish? If there is something you want badly enough to accept a destiny of battle...Then I can be of help to you."

Homura lifted her head up, looking at Kyubey, who was sitting nearby. She had always known that the fact she could see Kyubey meant that she could possibly make a contract with him, but she had never seriously considered the prospect until now.

"If I make a contract with you," she started, "Can you really grant me any wish I want?"

"That's right," was the reply, "It seems that you have enough potential for it. So tell me; What is the wish that will make your Soul Gem shine?"

"I..." She looked at him, uncertain. She then glanced down at Kaname, laying on the ground. She took off her glasses for a moment, rubbing at her eyes with her arm, wiping away her tears. She then stood up to face Kyubey,

"I want to redo my meeting with Miss Kaname," she began, "But this time, instead of her protecting me...I want to become strong enough to protect her!"

There was a brief silence. Then, Homura felt a pain in her chest. She doubled over, as she felt something trying to get out. She straightened, and a glowing purple light emerged from her chest.

"The contract is complete. Your wish has surpassed entropy. So, go now...unleash your new power!"

Homura looked at the glowing light. Slowly, she reached for it, and grabbed it with both hands.

She suddenly had the strangest sensation, like something was pulling her somewhere and her world went black...

_Loop 1_

She opened her eyes, and quickly sat up in the bed she was in. She looked around.

"This is..."

Stark white walls and sheets. A familiar window that showed the garden below. A calendar with the day of her departure circled. On the table by her bed, was a pamphlet for the DWMA and a copy of the Academy's student handbook.

"I-I'm still in the hospital?" On the day of her official release, even! The day where she would leave the place she had been in so long and be shipped off to Death City to attend the Academy.

Had the whole thing been just a dream, brought on by one too many magical girl shows and her own anticipation for attending the Academy?

She realized, suddenly, that she was holding something in her hand. She lifted it up to examine what it was. She gasped.

A purple Soul Gem.

"It wasn't a dream?!"

n/n/n/n/

Homura hurried up the stairs to the Academy, her intent clear.

The first thing she was going to do was find Madoka, tell her that she was now a magical girl, and see if she would become her partner again. Then the two of them would be able to fight witches and, at the end of the month, face Walpurgisnacht.

Together.

As she finished going up the steps, she looked up, observing the Academy with a smile.

Things were going to be different this time.

…..

In the lunchroom, after getting her food, Homura scanned the room, looking for the familiar pink hair. She soon spotted, looking around for a seat.

She quickly went over to her, smiling, "Miss Kaname!"

"Eh?" Kaname looked over at her.

"I've become a magical girl too now Miss Kaname!" Homura smiled brightly at her, "Let's fight together, okay?"

Kaname looked confused and slightly embarrassed by the strange looks some nearby students were throwing them, but Homura didn't care.

…..

When she looked back on it, she would realize that it really should have been her first clue that this wasn't going to be as easy as she first thought it was.

Kaname introduced her to Tomoe and, to Homura's shock, Maka Albarn.

In the previous timeline, Maka had never become a magical girl. Or maybe she had but Tomoe hadn't known? That didn't make sense. Well, maybe she just didn't want to work with Tomoe and Kaname? That didn't make sense either. Miss Albarn was very friendly, and was working with them in this timeline. And in any case, there was no reason for Albarn to not have helped in the battle against Walpurgisnacht if she had contracted.

They were now in a quiet part of Death City. The other three girls were watching her intently.

"Okay, here I go!" Homura transformed. With the golf blud she had stolen from a supply room in hand, she ran forward. She activated her shield and watched, as everything around her stopped. An empty barrel had been set up for this purpose.

She swung the golf club at it...and stumbled. The second time, she didn't do anything to it. Finally, she swung at it with a good amount of force, and a large sized dent appeared. Encouraged, she hit it again and again, until her time stop ran out.

She sat on the ground, breathing hard as the other girls examined her handiwork.

"What do you think Mami?" Kaname asked.

"Hmmm..." Tomoe leaned over the barrel, "Time magic. I see..."

"Time magic?" Albarn echoed, "Even that kind of thing is possible?"

"Anything is possible, with the right wish. You know that," Tomoe continued to stare in thought, "It's incredible, but it's tricky to learn how to fight with it."

Homura finally caught her breath and sighed, feeling slightly defeated, "Right."

...

She was determined to change that though. She checked out a book from the school library, _How to Make a Bomb_, and used the allowance the school provided to purchase the needed materials. She was, not for the first time, glad she was able to afford her own apartment. She spent most of that night, and would spend several nights after, fashioning the makeshift weapons.

…

Homura clung for her life on the clothesline, one of several crisscrossing the wide open sky of the barrier, as several school chairs fell past her. Kaname and Tomoe were running up two of the lines.

Above them was the witch itself was a humanoid, spider-like figure, with several large hands, even ones on it's 'feet', to easily cling to the lines to. The chairs were emerging from the skirt of the school uniform it work.

Albarn had been up close earlier, trying to swipe at the witch, but an attack had knocked her to a slightly lower line and she couldn't seem to find a way back up.

The witch made some kind of noise, then from her skirt, what looked like the lower halves of school girls, wearing the same outfit and ice skates. Familiars.

Kaname stopped, crouched, and fired off several arrows. The familiars quickly dissolved. "Mami!" She yelled, "Now!"

"Okay!" Tomoe called back, as she conjured a long ribbon, "Maka, shield up!"

The ribbon twirled into the sky. Several other ribbons spawned from it, wrapping themselves around the clotheslines and pulling them inward. Finally, a path made of ribbons formed, leading straight to the witch.

"Akemi! Go for it!"

"R-right!" Homura said, as she dropped from her line onto the path. She started to run up, and activated her shield. Everything around her stopped moving. As she continued to run, she pulled out one of her homemade bombs from the magical space behind her shield and hit the timer.

She jumped up, and threw it at the witch. She then allowed time to resume.

She braced herself as the witch exploded behind her. She was in freefall for a moment, before one of Tomoe's ribbons formed a net below her, catching her.

Homura breathed out, "I did it..." she realized, "I did it!"

The net suddenly vanished. She cried out in surprise, only to land on soft grass as the barrier faded. A split second later, Kaname tackled her, hugging her tightly and shouting, "You did it!"

"Well done," Homura heard Tomoe say.

"That was impressive," Albarn agreed from a short distance away, although she sounded slightly shaken. In the back of Homura's mind, she was glad the white magical girl was okay. She had been in the vicinity of the blast, having been right below the witch, her shield having been the only thing protecting her.

Homura though, was much more focused on Kaname, who was still hugging her tightly, shouting, "You were amazing Homura!"

Homura smiled.

…

It didn't take much to become partners with Kaname again. And for that, Homura was glad

...

Although Miss Albarn was an unexpected factor, Homura soon found herself becoming as close to her as any of the other girls.

She had made the contract shortly before Homura had showed up, and was also learning. Albarn had a slight advantage over the other girl as being the top meister in the school gave her a level of combat finesse that most other girls when starting out lacked.

Albarn's main problem, she admitted, was actually wielding her weapon.

"How's that a problem?" Homura had asked while hunting one day, "I mean...you're a scythe meister and your weapon is a scythe..."

"My magical girl weapon is fundamentally different from Soul," Albarn explained, "Soul is a living weapon, when I wield him, I'm working in concert with him. He does half the work. My magical girl weapon is essentially different simply because while it's an extension of my magic, it isn't alive in any respect. It's hard to get used to."

"I see..."

Homura grew to admire Albarn. She somehow managed to juggle her meister duties and being near the top of her class with being a magical girl. She was also invaluable in helping the rest of them keep up in school.

Not to mention she had more sheer power than any of them. Tomoe stated several times that that would be essential when they faced down Walpurgisnacht.

…

They had defeated Walpurgisnacht, somehow.

But at a steep cost.

Albarn had been knocked unconscious by an unlucky shot from the witch early in the fight, and Homura wasn't sure where she was right now. Tomoe was dead again.

Kaname was now laying on the ground. Homura noticed that Kaname's Soul Gem was completely dark as Homura kneeled next to the other girl.

Kaname began writhing in pain, crying out.

"What's wrong?" Homura asked, panicked, "Miss Kaname! Hold on!"

"Wh-why...?" Kaname got out. She slowly held up her Gem. To Homura's horror, she saw, not a Soul Gem but...

A Grief Seed?!

Black smoke poured from the Seed. She watched, as there was a rumble and the smoke began forming into...

"What...?" She couldn't believe what she was seeing. A witch. Kaname...had become a witch! "Why...?" She felt tears of horror come to her eyes, as the shock at seeing the towering witch settled in, "How? How could that...?"

_Loop 2_

Homura opened her eyes. She was back in her hospital bed. She looked around, confirming that she had successfully traveled back in time again.

"I have to tell them!" She decided. They needed to know the truth!

n/n/n/n/

Homura steadied her glasses on her face, her hands shaking.

"Kyubey's tricking all of us!" She said.

She was back in Death City. All of the girls were gathered in a quiet area. Miss Kaname, Miss Tomoe, Miss Albarn, and another new addition, Madoka's friend, Sayaka Miki.

Miki looked at Homura, exasperated, "Okay look..." Miki said "What could Kyubey possibly gain by telling us such a huge lie?"

"Well, um..." Homura couldn't answer that. She didn't know why.

"I bet you're just saying that to get us all to turn against each other!" The other girl accused, "In fact, you're probably working with that Kyoko girl, aren't you?!"

"N-no! I'm not!" Homura insisted, feeling herself shrink slightly.

"Cut it out Sayaka," Albarn said, stepping forward, "Those accusations are baseless and you know it."

"You're the one who's turning people against each other here," Kaname agreed.

Miki 'hmped,' and looked away, a hand on her hip, "Whatever, I'm personally against teaming up with this girl. You and Mami are fine since you use long-range weapons, and Maka has her force fields. But I fight right in the thick of things without any kind of protection, and having bombs go off in my face is something I can live without!"

"I could just extend my shield to you," Albarn suggested.

"But if you aren't hunting with us or can't throw it on me in time, it won't matter. Plus, it's a waste of magic. I feel like it's only a matter of a time before I get blown up!"

Tomoe nodded her head in seeming agreement. She looked at Homura, "Are there any weapons you can use besides bombs?"

Homura looked up at the veteran magical girl, then looked down again, "I'll think of something..."

…

There was something to be said for attending a school that doubled as a sort of military.

Albarn had actually given Homura the idea. She had mentioned that the Academy kept more conventional weaponry beneath the school at one point.

So, Homura ventured beneath the school, stopping time so that she wouldn't be caught. She had to try several room, and almost got lost several times. The school was purposely designed to be confusing in order to help sharpen the minds of the students.

But finally, she found a room filled with guns and ammo. She helped herself, storing what she collected in a magical space behind her shield. She felt slightly guilty while she did it, even knowing it was necessary.

It didn't help that she later overheard one of the teachers talking about arms that had gone missing from the Academy's storerooms

…

Madoka was more than happy to partner up with Homura again. Homura noticed that she knew Kaname's wavelength well after partnering with her three times now. This allowed her to adapt to it easily, and afford them that much more power.

She wished it could be that way with Kaname forever. But then again, that was what she had made her wish for. To make a future with Kaname possible.

...

Miss Miki had become a witch.

Overcome with despair, her dark Soul Gem had transformed into a Grief Seed. And now all of them were fighting in her barrier.

The witch summoned a flurry of wheels and launched them at the group.

"What the heck are you?!" Kyoko Sakura, yet another new magical girl, yelled as she fended off wheels, "What have you done to Sayaka?!"

"Sayaka, stop!" Kaname yelled as she dodged wheels, "Please! Remember! I know you never wanted to hurt anyone, Sayaka!"

A wheel caught the pink magical girl in a glancing blow. She cried out and fell to the ground. Several wheels immediately went her way.

In a panic, Homura ran towards the other girl. She activated her shield, and time stopped. She stopped in front of Kaname and pulled a gun from behind her shield. She took careful aim, and fired one bullet at each of the wheels. She then slowly put the gun away. From her shield, she now pulled out one of her homemade bombs.

"I'm sorry...Miss Miki..." Homura muttered.

When time started again, the bullets destroyed the wheels. A moment later, the bomb Homura had planted blew up the witch that was once Sayaka Miki.

The barrier faded, leaving the remaining five girls alone.

Sakura slammed her fist on a nearby wall, "Sayaka..." she muttered, "Damn it. How could this happen...?"

Kaname was kneeling on the ground crying, "It's too horrible!" she cried, "This isn't right!"

Albarn was off to the side in a state of what Homura assumed was shock. During the fight, the white magical girl had suddenly gone near comatose, and became unresponsive. It was only the fact that she had thrown up her shield early on that had kept her from being slaughtered.

Homura clenched her fist, shaking. At least now they knew. At least now, maybe...

There was a glow around her feet. She cried out in surprise as ribbons emerged from the ground and bound her tightly.

There were two gunshots, each followed by a clinking sound. Both Sakura and Albarn collapsed, their costume vanishing as they hit the ground, their Soul Gems shattered. Homura could only in look in horror at the person responsible.

"Miss Tomoe?"

Tomoe was aiming one of her muskets at Homura, tears streaming down the yellow magical girl's cheeks as she shook, "If Soul Gems give birth to witches..." Tomoe said, her voice sounding on the verge of breaking, "Then we have no choice but to die, do we?!" She screeched, "Both you and me!"

Homura struggled to break free of her bonds, "S-stop!"

There was suddenly a pink burst of energy. Mami's Soul Gem shattered, and she collapsed on the ground, her transformation releasing. The ribbons that had bound Homura dissolved.

Kaname stood there for a moment, in the position that she had fired from. Then she collapsed on the ground, wailing, "I don't want this...I can't take...any more of this...!" She ducked her head and began sobbing into her hands, her wails of despair echoing through the area.

Homura hated seeing Kaname cry. She couldn't explain why, but she just did. She slowly walked over to the pink magical girl. Homura crouched next to her, "It's okay..." she said in what she hoped was her best soothing voice, "The two of us will keep going by ourselves. We'll beat Walpurgisnacht, just the two of us!"

Kaname slowly looked up. Tears were streaming down her cheeks, and she looked horrible. Despite that, she smiled slightly and nodded.

Homura smiled back, feeling tears well up in her own eyes.

They would defeat Walpurgisnacht together.

…

The day after the incident with Miki's witch, a story flew around the Academy that the bodies of three girls had been found, close together, in a quiet part of the city. Two of them had been meisters from the Academy, one of which had been top-of-the-class scythe meister, Maka Albarn.

An investigation was being launched into the deaths, was the news Homura heard. Albarn had had friends in high places, friends who had cared deeply for her, and they were determined to find out what had happened.

It depressed Homura to think that they would likely never know the truth.

…

They had faced Walpurgisnacht and won.

But now, both Homura and Kaname were laying on the ground, next to each other, their Soul Gems completely dark.

"I guess...this is the end for us too..." Kaname whispered, looking at Homura.

Homura nodded, "You don't have any more Grief Seeds?" The other girl shook her head. "I see..." Homura looked the sky. This was how it was going to end. She couldn't even save Kaname, in the end. "Listen...How about the two of us become monsters...and really mess up this whole, awful world, huh? Until there's no more evil, no more sadness, nothing left at all...Let's just break, break, break it all to dust...!"

She felt a sob tear from her throat. She didn't want to become a witch. Not like this, "Don't you think...that would be great?" She felt a tear run down the side of her face.

She suddenly heard a tap and felt something like a great weight being lifted. She turned her head and gasped.

Kaname was smiled at her sadly, hold a Grief Seed to Homura's Gem. Kaname giggled slightly, "I lied earlier...I had just this one left."

Homura's eyes widened in horror, as she realized what Kaname had just done, "No!" she cried, "Why would you-? On me?!"

"Because I want to ask you to do something that only you can do," was the weak reply, as the corruption from Homura's Gem slowly faded into the Seed, "Homura...you can go back in time, right? You can change history, so that it won't end like this, right?"

Homura's Gem glowed, as the corruption completely vanished, "Yeah..." Homura confirmed, looking at the Gem in disbelief. She couldn't believe it.

Tears began sliding down Kaname's face, "Then would you...go back and save stupid me before I get tricked by Kyubey?"

Homura reached out and grabbed Kaname's hand, gripping it tightly. She understood now. "I promise I'll save you!" She declared, "No matter how many times I have to go back and try!" She would save Kaname from her fate. She would change the future! Tears slid down her face, "I swear, I will protect you!" As her partner, as her dear friend, Homura would do this for Kaname.

Kaname gave the most grateful look Homura had ever seen, "Thank you..."

Kaname suddenly cried out in pain and writhed. Homura recognized what was happening. It was finally starting.

"Can I ask you...one more thing...?" Kaname asked. Homura, now leaning over the other girl, nodded, tears streaming down her cheeks. "I...don't want to become a witch...There are awful...sad things in this world, but...there are lots...of things...worth protecting too..."

Homura realized now what the other girl was asking, "Madoka!" She cried.

Madoka smiled, "Homura, you...finally called me...by my first name..." She slowly lifted her Soul Gem up, presenting it to Homura for what was to be done, "I'm...happy..."

Homura knew she was crying hard, but she hardly cared. She transformed, her outfit appearing. She drew a gun from behind her shield, shaking, and aimed it at Madoka's Soul Gem.

With a cry, she fired.

_Loop 3_

She opened her eyes, filled with determination.

This wouldn't be easy, but she knew now, what she had to do. She got out of bed, grabbing her glasses and walking to the mirror in her room. She took off her glasses and held up her Soul Gem to her eyes. She saw her eyes flash, and the world around her become clear. She knew her spell was successful. She then undid the ribbons in her hair, allowing her braids to come undone and her hair to flow free.

She looked in the mirror determined.

…

As soon as she arrived in Death City, Homura's first stop was the girl's dorm. She walked up to the window of what she knew to be Madoka's room.

Madoka, who was on her bed, alone, started and looked up, "Wh-who's there?"

"Madoka Kaname," Homura spoke. In one hand, she carried Kyubey's corpse. She had encountered him earlier and decided to do the world a favor. Too bad almost immediately after killing him, he had somehow regenerated a new body.

It was perhaps, one of the most single frustrating moments she had ever experienced. At least it could serve as a form of stress relief later.

"If someone comes to you offering a miracle in exchange for something...You absolutely must not listen to him!"

"Huh?" Madoka looked at the girl, confused, "Um..."

Homura stepped away from the window. She started walking away, already making plans for the coming days. She would have to become Madoka's partner again, of course. It would be the best way of sticking close and keeping her from making the contract.

She had no one but herself to rely on now. No one would believe her about the future, nor accept it. So, with her own hands, she would defeat Walpurgisnacht and change Madoka's fate.

….

Except, it didn't quite work out that way.

...

"She was really amazing when she transformed, wasn't she?" Kyubey asked, as he and Homura looked at the towering witch in the distance, "That Madoka...I estimated that she would become the most powerful magical girl in the world...but to think she would take down Walpurgisnacht with a single shot...!"

Homura was kneeling on the ground. Another failure, "And did you know what would happen to her as a result?"

"Be it sooner or later, there is only one ending for you magical girls," Kyubey said, his tail swishing, "As the strongest of all magical girls, she took down her greatest enemy. Naturally, after that, all that was left was for her to turn into the wickedest of witches. As it is now, I estimate that it will only take Madoka ten days to destroy this entire planet.

"Oh, well. What happens next is this world's problem, not ours. We've got all the energy we need now, our quota is almost met."

Homura slowly stood up. No. She refused to accept this ending. She would always refuse to accept this. She turned.

Kyubey glanced at her, "Aren't you going to fight her?"

"No," Homura replied curtly, "My battlefield lies elsewhere." She prepared to time travel again.

The creature gasped, "Homura Akemi...you're-!"

She never heard the rest of it.

_Loop_

She tried enlisting some of the other magical girls this time. It worked about as well as it had previous times.

_Loop_

She was going to keep trying.

_Loop_

Again and again.

_Loop_

Sayaka had turned into a witch again. This time, there was no Mami to attempt murder on the other girls. There was however, another complication.

When Homura answered a knock at her door, she was surprised to see Maka standing at the door. Her head was down, and she was trembling.

"Maka?" She ventured.

"Magical girls become witches..." The other girl looked up, "Magical girls become witches..." she trembled harder, and..._was she laughing?_ "If it's the job of magical girls to destroy witches, and we are nothing more than witches-to-be then..." she transformed, "Then I guess I'll just have to destroy both!"

Putting her down was hard, but necessary. Later, Homura would find out that Maka had already murdered Kyoko, showing up at her hotel room door. The hotel staff spoke of maniacal laughter and later found Kyoko's bloody body. They never found the culprit.

_Loop_

Homura tried keeping her distance from Madoka, believing that being detached would help. It didn't work. Not having a weapon partner only encouraged Madoka's feeling of being useless and, in turn, pushed her to make the contract.

_Loop_

Mami's death had an unintended consequence. Homura felt her heart drop when she saw Death the Kid approach her and Madoka, asking them if they knew anything about her disappearance. They feigned innocence, but Homura knew he wasn't buying it.

A few days later, Kid perished in a witch barrier.

_Loop_

Sayaka seemed beyond saving. And finding out magical girls became witches through what happened to Sayaka always seemed to do things to Maka.

Homura watched in horror as the scythe meister revealed her pitch-black Soul Gem.

"If I'm going to become a monster..." she sobbed, "Then what have I been fighting for?"

Homura could only brace herself against the sudden outpouring of power, as Maka's Soul Gem transformed into a Grief Seed.

_Loop_

After so many loops, patterns began emerging. One was that if Sayaka contracted, she would inevitably become a witch. When she became a witch, Maka always seemed to lose it in some way or another. Usually by eventually becoming a witch herself.

Another one was that if Mami died, her death would sometimes trigger an 'investigation' that resulted in Death the Kid dying in a witch barrier. Homura never had enough time or magic to save him.

Another pattern was that if Homura didn't go out of her way to become Madoka's weapon partner, it greatly increased her chances of making the contract.

_Loop_

Madoka's problem was that she believed she was useless. She believed that if she became a magical girl, she could help people.

But in that logic, Homura finally found another way. Madoka was a meister. Meister and weapon pairs hunted kishin eggs, stopping their paths of destruction, much like Madoka thought magical girls hunted witches to do the same.

If Homura could convince Madoka that she could be just as helpful, if not more, as a meister as she thought she would be if she became a magical girl, then she would lose her reason for making the contract.

It was the best way Homura could think of. The only problem was Madoka's ridiculously low self-esteem when it came to being a meister.

_Loop_

Homura found out all of their wishes through befriending them during various loops.

Sayaka wished to heal the hand of her friend and love interest, Kyosuke.

Mami wished to connect with life while being on the verge of death.

Kyoko wished for people to listen to her father's sermons earnestly.

Maka wished for the power to protect her weapon partner, Soul.

It was amazing how so many of these wishes ended in disaster.

It was amazing how much hope ended in despair.

Homura would never forgive Kyubey for all of this.

_Loop_

When Homura finally found Maka's witch, she encountered a surprise in the center of the barrier.

"Homura?" Soul looked in shock and surprise. He was carrying what she quickly recognized as Maka's body.

"Why are you here?" She asked.

He took a deep breath. He seemed deeply shaken, "I found Maka out by one of the warehouses. She seemed...so sad...sadder than I had ever seen her. She said she was sorry then...there was...I don't know, some kind of power surge then this thing appeared...And Maka..." He looked at the body in his arms, his voice rising, "She's dead! I don't know how, but she is! Did that thing..." he looked at the witch, "Did that thing kill her...?"

Homura sighed, "That thing that you're looking at is Maka. Or what's left of her."

"What?"

"There is a lot that I will need to tell you, once I have taken care of this."

…

By the time Homura had finished her explanation in her apartment, she watched Soul carefully.

"...Why did she turn into a witch, then?" His voice was tinged with such sadness, it was painful to listen to.

Homura looked away, "I suspect that finding out magical girls became witches damaged her psyche," she looked back, "Her wish was to protect you."

"What?"

"She told me it. You were mortally wounded during a mission. Kyubey appeared, and she wished to save you and to have the power to protect you from then on. When she found out she was destined to become a monster, it made her wish seem worthless. That was enough to send her into despair and corrupt her Soul Gem."

The boy shook. Then to her surprise, he chuckled. She tensed. "That idiot..." he mumbled with a tinge of affection. He drew a shaky breath, "Why didn't she ever tell me?"

"I suspect she was afraid of your reaction."

"She should have told me!" He snapped, "I could have helped her!"

"Even knowing everything that you do now?"

"Even if she was to become a monster...I would have been there with her to the end..."

That put a lot of things about Maka's life in perspective.

….

Homura ended up developing an odd friendship with the Demon Scythe. He was grieving, and Homura was the only other one who knew what had really happened. She didn't tell Madoka the full story of Maka's fate, afraid that finding out another friend had fallen like that would break the other girl.

Eventually, Homura even felt comfortable enough to tell Soul everything. About how she wasn't from that timeline, how she had been repeating the last several weeks over and over again, trying to save Madoka.

They were in the music room when she confessed everything. By the time she was done talking, she realized that she was shaking. This was all taking a greater toll on herself then she initially realized.

Soul just looked at her quietly for a few minutes. Then he spoke, "You've been doing all this for Madoka...why?"

"She's important to me," Homura said, "The most important person in the world..." She looked the white-haired boy in the eye, "Wouldn't you do the same for Maka, if given the chance?"

He seemed to understand. Then slowly, he said, "Is there anything I can do to help?"

Homura nodded, "You can help me by helping Madoka gain her confidence."

…

Homura had no idea that Soul could play the piano. Privately, she wondered what else was hidden beneath that 'cool' exterior. And she started to see why Maka took the boy to be her weapon partner.

Soul told her that Maka used to love listening to him play, even though he had only done it once. One of his regrets was that he didn't play for her again.

He played for Homura. A song that, for some reason, seemed to sum up many of Homura's feelings perfectly.

…

"If I die during the Walpurgisnacht, I need you to promise me that you'll look after Madoka for me."

"But..."

"_Promise me._ Even once I'm gone, she _cannot_ make the contract."

"...Fine. I promise."

…

"That's what you were talking about, huh?" Soul shielded his eyes as he looked at the dark witch that was now towering over the landscape.

Homura nodded, "Yes. In a matter of days, that witch will destroy the entire planet."

"Damn." He looked helplessly at the witch, "And Death City is going to be the first to go. So, what now?"

"There's only one thing to do now," She turned.

"Hey..." She looked over her shoulder. Soul was looking at her seriously, "A few days ago you made me promise to look after Madoka if you died. Now, I want you to make me a promise. Promise me that you'll help Maka. At least get her to talk to me."

Homura looked away again, "I already made a promise. One that I intend to keep at all costs. I don't intend on making a promise I know I won't be able to keep if it means that I'll won't be able to save Madoka."

"You're saying that you would sacrifice Maka for Madoka's sake?" She didn't respond. Of course she would. There was nothing she wouldn't do for Madoka. "You-!"

"But I'll try," she suddenly said. If there was one thing that this timeline had taught her, it was that Maka wasn't beyond saving. If she could get the girl to open up to Soul, the boy's support could save her from despair, and then Homura could rely on Maka's considerable power for Walpurgisnacht. "I can't make any promises, but I'll try."

_Loop_

Easier said than done, sadly.

_Loop_

Sayaka probably wasn't beyond saving either. Theoretically, under the right circumstances, Kyoko could probably save Sayaka from despair and becoming a witch.

_Loop_

Mami was often killed by that one witch. If Homura could just act in time...

_Loop_

Madoka's confidence wasn't coming. But Homura was willing to keep trying. For as long as it took.

_Loop_

She wasn't going to give up.

_Loop_

No matter what happened, she would save Madoka.

_Loop_

Homura was fighting Walpurgisnacht on her own again. As she crashed rather unceremoniously on a tree branch the witch had summoned, she slowly opened her eyes. She saw, to her horror, that Madoka was next to Kyubey.

"Madoka!" She yelled, "Don't!"

The girl didn't seem to listen. Homura slipped off, and began falling, "Don't listen to him! Don't let him trick you!" As she fell past, she saw Madoka glow, indicating that she had once again failed. "MADOKA!"

She could only watch in horror, as Madoka destroyed Walpurgisnacht, then proceeded to become a witch herself.

There was no choice. Homura had to go back and try again.

_Loop ? Current timeline_

/

There was no way I could write any kind of re-telling of PMMM without some kind of equivalent to episode 10. I had a lot of fun writing the second half of this. Next chapter is back to Maka's POV. This was the only part from Homura's POV. But it was an important part.

BTW, the song that Soul played for Homura was the piano version of 'Connect' found on the Puella Musica soundtrack. I also imagine the actual song playing at the end of this chapter naturally.


	11. Chapter 11

Reason for the delay? Writer's block. If this seems crappy, that's why.

Jade-chan, as long as you give me proper credit, of course you can translate this story!

Disclaimer: I do not own Puella Magi Madoka Magica or Soul Eater.

/

Maka felt exhausted, emotionally, physically, and mentally.

She was back in her and Soul's apartment, sitting on the couch. Soul was in the kitchen, making her tea. Kid was sitting across from her, Madoka sitting next to him. Earlier, he had called up Liz and Patty, and the two were now sitting on either side of Maka. Homura had gone home right after Maka's breakdown, and wasn't present.

They were all talking about nothing in particular. Just casual smalltalk. It felt relieving, to have this shred of normalcy, after everything that happened.

Soul came out with the tea, Maka thanked him and sipped it gratefully. The hot drink soothed her nerves, and calmed her a bit.

After a while, Kid finally decided to address the elephant in the room, "We're going to have another meeting in the Death Room tomorrow to discuss all the recent events," he said, "As well as the recent revelations. I should warn you in advance Maka. Your father knows now."

To her surprise, she didn't even cringe at the thought. Everything that had happened had put things in perspective. What was a petty feud with her papa in the face of all this? He still loved her dearly. And he would want to be there to support her now that he knew everything as well as she did. She would be lying if she said she didn't need every scrap of comfort and support she could get.

"Mami's old weapon partner, Thomas Moran, also asked to participate. We saw no reason to deny him. He's just as much a victim of this as his partner was. He deserves the full truth, and the chance to help in anyway possible."

"That's good to hear," Madoka said quietly, sipping her own tea. She started trembling, "This whole thing is just so horrible. I can't believe it...

"I personally didn't buy that thing's 'entropy' crap," Liz commented, scowling.

"He was telling the truth," Maka said weakly, "Kyubey never tells a straight lie. He may omit things, or twist the truth, but never a straight up, complete lie."

"I don't get why he has to use magical girls though," Patty said, "I mean, our kind of witches use magic too, don't they?"

"There could be several reasons," Kid said, "But the best way to find out would be to just ask him, I'm afraid," he sighed.

"I'd like to strangle that bastard," Soul muttered from his seat next to Kid, "Death doesn't seem to stick for him though."

"What do you mean?" Maka asked.

"While we were meeting with Homura yesterday, Kyubey gave us the pleasure of his presence," Kid explained, "He helped explain things. Spirit didn't take it well, and stabbed him through. But less than a minute later, he reappeared, regenerated. Homura confirmed for us that it seems to be impossible to permanently kill him."

She shivered. Not even Death could stop Kyubey, if that was true.

Kid and the sisters left a little later. Madoka stayed a little longer, before leaving herself. Before she went though, she had sat next to Maka with a concerned look,

"Are you sure you're going to be okay?" She asked.

Maka smiled at the other girl, "I'll be fine. Don't worry."

Madoka smiled back, but it didn't reach her eyes, where there was a faint glimmer of something. Maka couldn't place what it was.

Maka decided to go to bed early after Madoka left.. She found a surprise waiting for her when she got to her room.

"You've got a lot of nerve, showing up here," she hissed at the white creature sitting on her desk.

"I'm just doing my job," Kyubey replied, his tail swishing, "You have a used Grief Seed, don't you?"

She shuffled around for the Seed. She stared at it. This used to be the soul of a girl like her. Reduced to this. Her own eventual fate. She hesitated for a moment.

"You know it's too dangerous to keep," the creature said, "It could hatch into the witch again."

Maka let out a frustrated noise and threw it at the Incubator. It caught it, and the Seed disappeared. She collapsed onto her bed.

"I thought you might want to know, but I finally learned the truth about Homura Akemi."

Her eyes shot up to the creature. She glared at it, "Tell me everything. No omnisions, no twisting, none of your bullshit!"

The Incubator sighed, "Very well. The truth is, Homura is a time-traveler. She not from this timeline."

She blinked, "Not from this timeline?"

"Indeed. She's from the future. She's been repeating the last several weeks, over and over again, in search of the result she wants. And what she wants is to change the fate of Madoka Kaname."

The final puzzle pieces were finally in place. The full picture of Homura was coming into focus.

"She has been going through these loops multiple times. Even I'm not sure how many she must have gone through. How many repetitions she has done. All I know is that so far, she has failed to change Madoka's fate.

"But there was a side effect to her magic, one that she didn't expect until I explained it to her a few hours ago. Because she has been repeating these loops for one purpose, the fates of the various Madokas in the various timeline have converged in the one in this timeline."

She blinked, "What are you trying to get at?"

"Have you ever wondered what makes one girl more powerful than another? A magical girl's power is directly related to her burden of karmic destiny. A girl who is a queen, for example, will always be far more powerful than one living an ordinary life. That's why you have always been the most powerful magical girl in this city behind Madoka. Your burden of karmic fate was greater than any of the other girls.

"Madoka's karmic burden is even larger in comparison. The destinies in all of those timelines are now bound up in her. This gives her her enormous potential. And every time Homura does another loop, Madoka only gets stronger."

Giving Kyubey even more reason to contract with her. Maka shivered. Homura was trying to save Madoka. Maka had already gotten a general idea but this...this was far deeper than she ever imagined it would be.

How many times has Homura watched her friends die, or turn into witches? How many times had she seen it happen to Maka herself? Kyoko? Sayaka? Or even that Mami girl? How many times had Homura seen it happen to _Madoka_, the person she was doing this for?

No wonder that girl was a wreck underneath that stoic exterior. She had gone through things that would break normal people.

Maka remembered her conversation with the other magical girl, when she had promised to help in any way possible. Then she remembered her breakdown. How cruel was it, to be given a glimmer a hope like that, then have it almost ripped from you? How many times, and Maka shivered again, had Homura seen her lose it?

"_I know I can't talk you out of this. And I've never been able to shock you out of it either."_

No wonder she had resorted to such drastic measures. No wonder she kept such a distance from them all. No wonder she was so sad.

Maka dismissed Kyubey and spent a few hours just lying on her bed, looking at the ceiling.

Walpurgisnacht.

That was the key, wasn't it? A witch so powerful that no one could defeat it on their own. That was the obstacle that stood in Homura's way. It didn't take much to deduce the general course of events. She would try to defeat Walpurgis, fail, and Madoka would either contract, or die.

That witch was coming to Death City. According to Homura, it would appear in the desert outside the city, then make it's way towards the city itself. If it wasn't stopped, the destruction and tragedy would be incalculable. Not only was Death City fairly large, but the DWMA was located here. If the Academy was hit, Death's whole organization could be crippled.

She sighed. So much was at stake.

She didn't know how, but she finally fell asleep.

n/n/n/n/

The next day, she and Soul went straight to the Death Room. There, was Lord Death of course. And her father was standing next to him.

Her papa approached her surprisingly calmly. She sensed Soul take a few steps back.

She and her father stared at each other for a few moments. She thought about what he had done to her mother, his actions that had torn their family apart. Then she remembered all of his declarations of love towards her, all of his affectionate gestures, all of his attempts to win back his precious daughter...And he was looking at her even now, ready to offer sympathy and comfort in this hard time. Then, unable to take it any longer, she threw herself at him.

She felt him hug back tightly even as she cried, "I'm sorry! I'm so sorry!"

"It's alright Maka..." he soothed, "We're going to figure this out. I promise you, we will..."

They stood there for a few minutes like that, before breaking apart. Her father stepped back to take his place by Lord Death again.

Maka properly observed the rest of the group. Stein was here, alone with Sid and Nygus. Kid was here, although unaccompanied by the sisters. And to one corner, was the boy that she recognized as Thomas.

"Homura isn't here yet," Death noted, looking around.

"She agreed to come to the meeting when I talked with her yesterday," Kid said, "I'm certain that she will be here soon."

As if on cue, a voice behind Maka spoke, "I apologize for being late."

Maka turned around. There, walking up, was Homura.

"Good timing Homura," Death chirped cheerfully.

The other magical girl nodded at Maka with a slight smile, "Are you feeling better?"

Maka smiled back, "Much."

Homura's smile vanished, "I'm sorry...about what..."

Maka held up a hand to stop the other and shook her head, "Don't. I know why you had to do it."

Homura's smiled returned briefly before her face turned serious and she stepped fully into the room.

"With the recent discoveries, we now need to discuss what happens next," Kid said, "We never got the chance to ask you this in light of the emergency yesterday, but Maka here once mentioned something called 'Walpurgisnacht.'"

Homura shot a look back at Maka, who shrugged, "I mentioned it back when that madness witch was running around."

Homura sighed and turned back, "Walpurgisnacht is an extremely powerful witch. So powerful, it doesn't need to hide in a barrier. In two days, it will come. If it's not stopped, it will destroy this city."

"Is there anything we can do?" Lord Death asked, "Anything at all? A threat like this merits our full efforts!"

"Unfortunately, there is nothing you can do. Normal people can't even see the witch. It's usually written off as some kind of natural disaster, like an earthquake or a storm. This is a battle for Maka and myself, for magical girls."

"Surely there's _something _we can do," Sid now spoke, "Not sitting idle when there was trouble was the type of man I was!"

Homura looked like she was about to argue again, when a thought struck her, "Actually there is one thing. I need complete access to your armory."

Kid raised an eyebrow, "What for?"

"Truthfully I've...been stealing weapons from the Academy for a while now," she looked away guiltily, "I thought this might be a good chance to ask proper permission..."

Maka cringed. She knew it. Homura had partially admitted to it before, but this was the final confirmation.

"YOU'RE the reason those arms have been going missing?!" Sid exclaimed.

"I'm sorry. But I've found that guns and such are the best way to make use of my magic when witch hunting."

"Hmmm..." Death seemed thoughtful, "Given the situation, I'm certain we can overlook your thievery. I also don't see any reason not to give you full access to whatever you need."

Homura let out a sigh of relief, "Thank you."

"I am curious about one thing," Stein suddenly said, "How do you know as much as you do? You knew about the connection between magical girls and witches. I suspect that you know a lot more than that as well."

Homura tensed. Of course she knew so much, Maka thought to herself, she had been repeating this period of time for so long. She stepped up to the other girl,

"Kyubey told me," she said. Homura whirled around to face Maka. She offered Homura a small smile, "He told me everything, what you've been through, what you've been doing. I understand now. And I stand by that promise I gave you back then."

Homura looked at her in mild disbelief. She then smiled and nodded her head, "Very well then," she then turned back to the rest of the group, "The truth is, I'm from the future."

There was a set of small gasps.

"The future?" Spirit asked.

"I'm a time traveler," she started to shake, "I've been repeating these last weeks, over and over again, in search of the future that I want."

"And what future would that be exactly?" Stein asked.

"In the initial timeline, my partner, Madoka Kaname, perished in battle with Walpurgisnacht. I made the contract with Kyubey in order to travel back in time and save her," she held out the shield on her arm, "This allows me to not only stop time, but once I've reached the point in time where I made my wish in the original timeline, I can travel back several weeks and try again if I've failed."

"And I assume that you've failed several times now."

She nodded, "Yes. It...hasn't been easy. But I'm willing to do it, for Madoka's sake. If I can change her fate...I don't even care if I become a witch."

Maka flinched, but did her best to hide it.

"Speaking of witches..." Everyone turned. Thomas was speaking for the first time, "Did Mami ever know? About the witches?"

Homura shook her head, "She didn't even know about the Soul Gems. She was blissfully ignorant to the end. I regret not being able to save her in this timeline. I tried but..." she looked at Thomas seriously, "I'm sorry. I truly am. Mami was truly an amazing magical girl. She was an inspiration to all of the magical girls in this city. Even myself."

Thomas sighed, "I just wish she would have told me about this."

"She should have. But she had her reasons. And you should know, she was thinking about you. She had plans to tell you, very soon. But fate just got in her way."

The boy clenched his fist, but he didn't say anything more.

"Back on topic, what makes you so sure that you'll be successful this time?" Stein looked at Homura questioningly.

"I have a good feeling about this timeline," she replied, "I'm not on my own, that's always an improvement over the usual." Maka shivered at the implications there, "More than that, I'll have Maka with me."

"What makes me so special?" Maka asked.

Homura glanced back at her, "Your power cannot be emphasized enough. With the right push, it might just be enough to defeat Walpurgis. If we can do that without Madoka giving into the pressure of contracting..."

"You don't want Madoka to become a magical girl?" Kid asked curiously.

Homura gazed around the room, "If Madoka Kaname is allowed to make the contract and become a magical girl, she will become the most powerful magical girl. More than able to defeat Walpurgisnacht. But if that happens, she will then become a witch powerful enough to destroy the world."

Kyubey had left out that part, Maka realized. Destroy the world? Then Madoka most definitely couldn't make the contract. But then, she had only asked for the full truth about Homura. That Incubator was more slippery than a snake.

They talked for a bit more, discussing preparation for the upcoming Walpurgisnacht. As they started to wrap up, Nygus said,

"One more thing Homura. Is there any way to reverse being magical girl?"

Homura shook her head, "None that even the Incubators know of. There's no coming back from becoming a witch either. A magical girl needs to simply accept her fate."

Maka had looked down at that comment. Accept her fate. She glanced at Soul. Could she? She was suddenly struck with a vision, one where she had not accepted Kyubey's offer. A life where Soul was gone, leaving her with the pain and guilt that came with knowing that he had sacrificed himself for her.

She was going to become a witch. That was inevitable. But...Soul was alive because of her wish. And he was grateful to her for it. More than that, she realized with more thought, it would probably be awhile yet before she became a witch. She could use that time, finally turn Soul into a Death Scythe, and accomplish some goals before she finally went.

Yes, it was a hard pill to swallow, but she could accept it.

n/n/n/n/

"We really shouldn't be ditching like this."

"If I remember correctly, you ditched not too long ago."

"Shut up, that was important."

"So's this." Soul stopped, and looked back at Maka. Instead of going back to class, he had pulled her through the hallways of the school. She still wasn't completely sure what he was up to, "Just trust me, alright? There's something I want to show you."

She sighed, "Fine. But we're both putting in extra work later to make up for missing class!"

"Always with that stick up you ass, huh?"

She glared, and was seriously contemplating planting a book in his skull when he started tugging her forward again. He led her through the twists and turns of the various hallways, until he finally pulled her into one specific room. She blinked in surprise when they entered.

The music room. It was a large room, with several instruments, and most prominently, a piano in the center. They hadn't been in here since...

Her heart suddenly fluttered with anticipation. Was he going to do what she thought he was?

He led her to a chair. She sat without being asked. He smirked, "I know that to say things have been rough for you these past couple of weeks is probably the understatement of the century. But, for the next hour, I don't want you to think about any of that. For now, I want you to just focus on what's going on here, okay?"

She smiled, "Okay."

He walked over to the piano and took a seat at the bench. She watched him with bated breath. She hadn't heard him play since the day when they had first become partners. She had always wanted to hear him again.

He was just as good as she remembered, as he started to play. She slowly closed her eyes and simply allowed the sound of the music wash over her. It pushed away all of her negative thoughts, scattered her worries to the wind...

After a few different songs, he started playing one that was intimately familiar to her. She smiled. It was the same song that he had played, back when they had first become partners. He had told her, 'This is the kind of person I am,' and played for her. It was a dark, moody tune. She had always liked it. That was why she had picked Soul to be her partner.

She allowed herself to be filled with happy memories for once, as the music continued to drift through the room.

n/n/n/n/

Neither Maka or Homura went hunting that day. Maka did, however, briefly meet with the other girl in private after school.

"You were lying in the Death Room, weren't you?" Maka asked, "Walpurgisnacht doesn't come in two days, does it?"

"No," Homura said, "It comes tomorrow," she looked at Maka seriously, "I suggest that you prepare yourself. Walpurgisnacht will be beyond anything that we've ever faced before."

"Why did you lie?"

"Did you really want them involved? It was for the best, so that they didn't try anything."

Maka nodded. She turned, intent on joining her friends for the rest of the afternoon.

"You don't plan on using Soul, do you?" She stopped at Homura's voice. It was less a question and more a statement.

"No," Maka replied quietly, "It's too dangerous. If something happens to him...I know that I really will turn into a witch then."

"I understand," a pause, "I'm sorry for trying to pressure you into it."

She nodded then went to join her friends.

n/n/n/n/

Today was the day.

Soul had gone on ahead that morning, and Maka claimed that she would meet him at school.

It was a lie, one that reminded her of when she tried to keep all of this a secret. But it didn't matter now, she supposed.

Whether the city fell or not would depend on the success of her actions today.

After Soul left, Maka left herself. Except she didn't head for the school. Instead, she wandered the streets, heading in the direction that led out of the city. She allowed herself to take in the sights. The buildings, the people.

All of it was in danger. If she lost, all of this could be destroyed.

She left the city and ventured out into the desert, where Walpurgisnacht would appear. According to Homura, it would appear out here, then make a beeline for the city. If they didn't stop it before it got there, the destruction would be horrific.

Using her Soul Perception, Maka managed to find Homura. She got a bit of a shock when she got out there.

"Whoah, Homura, they let you have all of this?"

Strewn out across the desert, were a vast array of armaments and weapons. Enough for a small army. Not just guns, but rocket launchers, grenades, landmines, and and many other things...Maka even thought that she saw a few missile launchers.

"Good morning Maka," Homura was loading some of the rocket launchers nearby, "They were quite generous, once I impressed on them just how tough this witch is. As far as they're concerned, I'm merely setting up for tomorrow. They have no idea that Walpurgis will be coming later today." She pointed to the distance. On the horizon, storm clouds were gathering.

"Do you see that storm? When it reaches here, Walpurgis will arrive with it."

Maka nodded, "I'm ready. Is there anything else I can do?"

"You can help me finish setting up."

They spent most of the day setting up, and talking. Most of it was casual smalltalk. About school, friends, missions (Homura admitted to Maka that she had actually eaten enough kishin eggs to became a Death Scythe twice over. Her souls, sadly, didn't carry over between timelines), and other things.

The whole time, the storm got closer and closer. Maka couldn't stop the mixture of dread and anticipation that built with the storm.

The two of them finished, and they spent the remaining time resting and mentally preparing themselves. As the clouds began to gather above them, Maka heard a voice,

"Maka!"

Maka whirled around, and her eyes widened.

There coming up, was Kid, accompanied by the Thompson Sisters, and, to her immense surprise, Black*Star and Tsubaki. On Patti's head, in cat form, was Blair

The first thing Tsubaki did was charge forward and hug Maka tightly, "Liz told us everything. I could barely believe it," she stepped back, smiling reassuringly, "We're here for you now, if you'll let us help you."

"What are you all doing here?" Homura demanded.

Kid pointed to the cat, who had leapt down, "Blair here noticed Maka leaving home in the opposite direction of the school. That, combined with the growing storm and your comments yesterday about Walpurgis appearing as a storm to the rest of us, led me to realize that you lied to us yesterday about it's arrival."

"Blair was worried, meow," the cat said, her tail swishing.

Maka sighed, "Thanks Blair, but we didn't really want them here."

"And why not?" Kid asked.

"There isn't anything you can do," Homura pointed to the weapons, "The only reason these work for me is because of my magic. Anyone else using conventional weaponry will fail. And unless the meister is a magical girl, Demon Weapons are useless."

Black*Star scoffed, "I don't care! A big star like me isn't about to back down from an opponent like this!"

Maka looked at Kid with a groan, "Tell me why you told him, then had him come along."

"I thought we could use his power," Kid explained, "That, and Tsubaki was worried about you. We were all worried about you," he corrected.

"We're your friends Maka," Liz added, "We wanted to help, in any way we could."

Maka felt touched. All of her friends were here, just for her sake. Well, almost all of them.

"Where's Soul?" Her eyes widened slightly, "You didn't tell him about this, did you?"

Kid shook his head, "I respect both of your wishes. Neither Soul or Madoka know."

"Good," Homura said curtly, "And I repeat, there is nothing you can do."

"Wait," Maka thought for a moment, an idea forming in her mind, "What about enchanting? I mean, I remember that it doesn't have to be a constant stream of magic to imbue something. If I use the same spell that I used on Soul, and Blair uses her spell to allow them to actually see the witch, then maybe..."

Homura looked at her, "In theory, it could work. It's never been tried before, at least not without the meister being a magical girl as well. But, if the enchant holds despite that..." she nodded, "Try it."

Maka nodded back then turned to her friends, "Tsubaki, Liz, Patty, I'm going to need you in your weapon forms for this."

When Maka and Blair finished casting the needed spells, the clouds were now thick above them. Maka stepped back from her friends.

"That should do the trick."

"Just in time," Homura said, looking at the sky in front of them, "It's here."

Anything Maka might have said dyed on her lips as fog started to roll in. The wind started to blow, kicking up sand, and she looked in the same direction as Homura. Nervousness clutched at her gut. Just what would Walpurgisnacht be like?

She saw them first. Shapes in the fog. Then they emerged. Colorful animals, humanoid figures, flags and balloons...it reminded her of a circus procession. Homura paid none of them any mind, simply letting them pass by. Maka didn't do anything either, realizing that these were no danger. She still flinched when one of the elephants passed close. Behind her, she sensed her friends tense.

Some of the lower hanging clouds started to part. She felt the familiar feeling of entering a barrier wash over her. Except this barrier was not its own space. It was, like Homura said, projected outward. Maka could only watch, as Walpurgisnacht was finally revealed.

She gasped. Behind her, she heard Kid say, "THAT'S Walpurgisnacht?!"

The witch was huge. Gigantic. Easily bigger than any building in Death City. It's lower half was a doll-like figure in a fancy, Victorian blue dress with white trim. The upper half was a set of turning gears. And just from looking at it, Maka knew that Homura had not exaggerated any aspect of it.

"We...have to fight THAT?!" Liz's voice came from her weapon form, and her shock was clear.

"Yes," Homura said, nodding. Without another word she transformed. Maka followed her lead.

No matter how intimidated by it she was, she couldn't let this witch destroy the city.

"Heh, that big thing doesn't scare me!" Black*Star proclaimed, "Watch me, I'm going to take it down! YAHOO!"

"Black*Star, wait!" Maka yelled. Too late. The ninja had already charged forward.

"Maka, keep a shield up on him!" Homura ordered, "Kid, Blair, wait for my mark!"

Maka nodded and went after Black*Star. She concentrated. She watched, as her familiar white aura encased him and her. A moment later, there were a series of large explosions, engulfing the witch. Black*Star stopped short in surprise. Maka finally caught up with him.

"You moron," she said, "You could have at least waited until Homura was finished."

"What was that?" He asked.

"It looks like she set off the rocket launchers during a time stop. She has several more things that she's going to use. You'll probably want to wait until she's done."

Black*Star laughed, "Nice. Alright then, I'll wait until she's finished! This is your show after all!"

There was another set of explosions, as Homura set off more things. More and more went off, and Maka could only watch in awe, as the witch was completely engulfed in smoke and fire.

Maka walked back over towards the other magical girl, "Did you get it?"

"I hope so," was the reply.

Maka didn't seem it coming. All she saw was a black blur. Then she felt a punch in her gut, and she was flying backwards. She skidded along the sand, before coming to a stop. Ignoring the pain, she looked up. Shadows in the shapes of what looked like magical girls were hovering over her giggling.

The smoke cleared. High above, was Walpurgisnacht. Not only was it still hovering, but it didn't even look like it had taken any damage. It laughed, sounding mocking to her ears.

Homura's efforts had done nothing.

Large rocks that had been embedded in the ground were suddenly ripped up. Maka threw up her shield as one came rushing towards her. It bounced off and crashed on the ground. Sand was whipped up as the witch generated a powerful gust of wind.

"Are you alright, Maka?"

She looked up. Kid was nearby, looking at her in concern. "I'm fine," she said, as she gazed at Walpurgis.

Homura suddenly appeared nearby. She seemed shaken. Black*Star wasn't far behind.

"It didn't work..." she said faintly, "I thought for sure that it would..."

Black*Star snorted, "Who cares if it didn't work? We're still standing, aren't we? Let's get this thing!" He charged forward, towards the witch.

"As much as I hate to admit it, Black*Star is right," Kid said, his gaze flitting between the two girls, "It still has a ways to go before it reaches the city. We still have a chance."

Maka slowly stood up, Kid's words filling her with encouragement, "You're right, we can still beat this. What do you say, Homura?" She looked at the other magical girl.

Homura stood there, for a moment, before nodding, "Yes, yes, you're right! Kid, focus fire on the familiars! Blair, help him! We need them out of our way! Maka, keep a shield up on everyone, and come with me! We'll let Black*Star do what he feels he needs to do; I don't think someone like him takes direction well."

Maka smiled at the other girl and readied her scythe, "Lead the way, Homura!"

/

We're in the home stretch! We have about one more chapter followed by an epilogue to go!


	12. Chapter 12

Remember when I said that nothing beyond Soul Eater episode 7 occurred in this universe? I take it back, some version of the events in 10 and 11 most definitely happened.

This is it folks! The grand finale! Take your seats and enjoy the ride!

Disclaimer: I do not own Soul Eater or Puella Magi Madoka Magica

/

Maka followed Homura, as what looked like a large tree sprouted out of the ground. A part of the witch's barrier, Maka assumed. In any case, it provided a convenient way to work their way up to the witch.

She saw something zip across the witch, and it rocked in midair. A moment later, the blur landed next to them. Black*Star.

The ninja smirked at them, "Better hurry up! Or I'm going to take all the spotlight!"

"Just be careful!" Maka warned, "A witch is different from a pre-kishin."

"It doesn't scare me! I'm the one who's going to surpass God! Something like this is small fry to me!"

A burst of fire suddenly erupted from the witch. It broke against Maka's shield, just a few few away from them. Even through it, she could feel the heat. She hoped that wouldn't be a problem later.

The girls made their way up, as Black*Star darted ahead. Several familiars appeared near them, giggling. A second later, they were ripped apart by a combination of Kid's bullets and Blair's magic.

Homura pulled out a machine gun from behind her shield and open fired. It didn't seem to do anything.

Maka charged her scythe with magic. As the witch floated close, she raised it above her head, and brought it down, launching a powerful burst of energy.

To her surprise, the witch was knocked back in midair, still laughing madly. Homura's firepower didn't do anything, but apparently, Maka's magic had some effect.

That was enough for her. Launching herself into the air, she charged her scythe again. It bulged with her magic, and she swiped at Walpurgis with it. The witch was once again knocked back, but it also unleashed a stream of fire. She threw up her shield bracing herself against the heat.

She landed on one of the rocks floating in midair. Bracing herself against it, she jumped off toward the witch again. She got a glimpse of Black*Star making another blow, before she herself hit the witch with another charged strike.

It went on like this for a while, with Homura backing them up with her firepower. The familiars weren't a problem, thanks to Kid.

But as the battle wore on, it became painfully clear that while they were doing damage, they weren't doing it nearly fast enough. The city was crawling closer and closer.

Maka landed on the ground next to Black*Star. The two of them looked at the witch.

"We aren't doing this fast enough," She said, glancing at the city towering much closer then she would like, "If we had more time, we could probably beat it, but at this rate..."

Black*Star looked thoughtful for a moment, before smirking, "Okay! I get it! I'm going to use the Enchanted Sword!"

She looked at him in surprise. From the sword he was now using, she heard Tsubaki say, "But you still can't handle that for very long...!"

"I can do it long enough for this! Tsubaki, Enchanted Sword Mode!"

There was a brief moment where Maka assumed that Tsubaki hesitated. Then, yellow light encased her weapon form, and it morphed into a katana. The second she changed, Black*Star launched forward.

He used the boulders floating in the air, bouncing off of them to reach the height of the witch. She watched, as shadows formed around the ninja. He then struck. Shadows poured forth, encasing the witch.

_What's going on?_ Maka heard Homura ask.

_Black*Star just used Tsubaki's Enchanted Sword Mode._ Maka replied, _It's powerful, but Black*Star has always had a hard time handling it. The Enchanted Sword is magic though, so this just might work..._

She saw Black*Star blur across the witch a few more times, each time shadows appearing to rip at the witch. This could very well give them the edge they needed...!

There was a powerful burst of energy. Maka felt herself blown back, covering her face as sand was kicked up. The shadows dissolved. She glimpsed Black*Star landing a short distance away, then collapsing. A burst of yellow light and Tsubaki was back in human form, kneeling next to her fallen meister. It was all Maka needed to know that the Enchanted Sword had failed and that Black*Star was now out of the fight.

_It wasn't enough,_ she heard Homura say, _Against any other witch, it would have been incredibly effective. But Walpurgis is beyond it._

She then heard a cry. She turned, and her stomach dropped.

Kid was on the ground. Blair was passed out near him. Surrounding them was a gaggle of the familiars.

"Kid!" She yelled. She ran over to him. She twirled her scythe and ripped it into the familiars. She then checked on her friend, "Kid, are you okay?"

Kid looked at her weakly, "I'm sorry Maka...we tried..." He then passed out.

There was pink light, and Liz was kneeling next to him. She picked up Patti, looking determined, "We aren't out of this fight yet. Me and my sister can be each other's meisters in a pinch."

Maka's heart warmed slightly at Liz's determination. But she shook her head, "No, it's too dangerous."

Liz looked at her in mild disbelief, "But if someone doesn't take care of those creepy things, they're just going to give you and Homura trouble."

"Yeah!" Patti now piped up, "We can take them."

"Those things just took out Kid, a Reaper," Maka pointed out, "I don't want to think what they could do to you."

Liz paused for a moment, then sighed, "I see your point. So, what are you going to do? That thing is going to reach the city soon."

"We'll think of something," Maka then turned. _Kid, Blair, and Black*Star are all down,_ She informed Homura, _We're on our own._

Maka didn't hear it over the mental link, but she was pretty sure that the other magical girl was cursing.

Maka took a deep breath. There was something else she could do. Theoretically, with enough magic channelled through her scythe, she might just be able to create a magical blast large enough...yes, it would be a ridiculous drain, but if it was enough to finally defeat Walpurgis...

Without another thought, she launched herself into the air. She started gathering energy into her scythe. She allowed more and more to build, more than she ever had before. She had to be careful not to use so much that it would turn her into a witch...

The moment she was in range, she unleashed it. It was her most powerful energy burst yet. White light encased the witch.

She started to float to the ground, watching the light warily, while also being aware that her Soul Gem was much darker than she had anticipated.

Several things happened at once. First, several of the familiars attacked her. Then, a floating boulder blindsided her. The combination was enough to send her hurtling towards the ground. Out of the corner of her eye, she spotted Homura dodge a flame burst.

Out of it all, the witch emerged, looking worse for wear, but still not down.

Maka crashed to the ground. She looked up. Walpurgis was still there. Her attacks had done something, but it wasn't enough. She was almost out of magic and, by how close the city was, almost out of time.

She spotted Homura. A boulder came flying towards her. To her surprise, the other magical girl didn't vanish and reappear like she usually did. Instead, the rock crashed into her.

_Homura!_ Maka telepathically yelled, _Are you okay?! What happened?!_

_The sand has run out..._came the surprisingly weak reply, _I can't stop time anymore...I can't..._

She couldn't defeat Walpurgisnacht. She didn't say it but it still hung there.

_Are you...going to reset the timeline...?_ Maka asked.

She didn't receive a reply. And truthfully, she had a feeling that she already knew the answer.

Walpurgisnacht was going to destroy the city. It was the only way left now.

There really wasn't any hope, was there?

Looking up at the witch, she shut her eyes, feeling more helpless than she ever had before. She knew her Soul Gem was too dark to endure much of her despair for long, but she didn't care.

She had wished to protect someone important to her. What good was she if she couldn't even do that?

"Maka..." Someone was calling her. Who? It sounded...familiar...She felt someone lift her up and cradle her gently. Curiosity won over and she opened her eyes.

"Soul..." She croaked, upon seeing the familiar red eyes and white spiky hair. On her other side was Madoka. Both of them were looking at her in concern. Behind them, she could faintly see Kid and Black*Star coming up, both looking much worse for wear. Liz, Patty and Tsubaki were in human form and supporting them.

"Maka..." Soul repeated, reaching forward and brushing a strand of hair out of her face.

"What are you doing here?" Maka asked.

"We couldn't keep away," he replied, "We couldn't just stay in the city, knowing that our friends were out here fighting."

"Maka, your Soul Gem..." Madoka whispered, eyeing the darkening Gem.

Maka shut her eyes again, "Yeah...looks like the end of the line for me...In the end, I couldn't even protect that which was important to me..." She looked back up at Soul, "You should get out of here. Before I turn..."

"Like hell..." he replied softly, "I'm not goin' anywhere, Maka."

She smiled, despite herself. That was Soul for her. Loyal to a fault.

"None of us are going anywhere," Kid said, kneeling down on the ground next to her. The others joined him.

"We're here for you," Tsubaki said, "Until the very end."

Maka looked at all of her friends. She had such wonderful friends. She couldn't ask for better. "I'm sorry...for everything...for not telling, for-"

"We don't care about that," Soul said, cutting her off.

"What matter to us is that we're here for you now," Liz added.

Maka smiled at them all bittersweetly. If she was going to go, at least she was going surrounded by her friends, "Make it quick for me, okay? I...don't want to cause more damage then I have to..."

They all nodded, solemn.

Madoka was watching the whole scene with tears in her eyes. Then suddenly, her tears vanished. A determined look came over her. She stood up,

"Where's Homura?" She asked.

"Still out there," Maka sighed, "I don't think she's in much better shape. I don't think...she's going to reset time again..." Not after Kyubey had outright told her that Madoka's fate got worse every time. "I think...she's finally at her limit..." Homura was probably going to become a witch soon as well, Maka realized. They had both failed.

Madoka nodded, "Thank you." She turned and started to walk off.

"Where are you going?" Kid asked, eyeing her warily.

She stopped but didn't turn around, "I...have to do this...I'm the only one who can. I have to change this..."

"You can't make the contract," he reminded her, "Homura told us that if you become a magical girl to defeat Walpurgisnacht, you'll become a witch powerful enough to destroy the whole world!"

She tensed. Then she turned her head to look, a slight smile on her face, "I understand. Don't worry, I promise that it will be alright!" She then ran in the direction of the witch.

Maka watched her go. She sighed and closed her eyes again. She felt Soul pull her closer. She was going to cherish these last few minutes of being human.

They were all there, in that solemn position, for several moments, as the last of her Soul Gem's white color vanished and became completely dark. She suddenly felt pain shoot through her, and she cried out. She felt something within her start to change painfully.

No...she didn't want to..!

There was suddenly a bright light.

Maka opened her eyes slowly. Her friends were staring at the same thing that she was. There was an incredible pillar of light in the middle of the battlefield.

Madoka. She had made the contract. But what had she wished for? What had been worth it, despite knowing all the consequences?

The light suddenly spread from the pillar, engulfing the whole area. It blinded Maka for a moment, but for some reason it felt...warm. Like there wasn't anything to worry about any more. The light subsided slightly, and she saw her.

Madoka, in full magical girl costume, floating there.

Why didn't this feel like a bad thing?

Madoka positioned the bow she wielded, which suddenly alit with pink fire. In the sky, a magical formation appeared. She aimed the bow upward, and fired. The sky cleared up, revealing the sun and the bright blue sky. A second later, what looked like millions of arrows went flying through the sky, scattering in different directions.

Maka watched the whole thing in awe, as did her friends.

"Pretty!" Patti chimed.

"What is this?" Kid asked.

"Madoka just wished to erase all witches before they were born." Maka heard Kyubey, but didn't turn to look at him. She just watched the whole scene in amazement.

"Can she do that?" Soul asked.

"She could wish for anything. It was indeed within her power to do something like this. Those arrows? They're extensions of Madoka, going through time and space to stop all witches that were ever born or ever will be born from coming into being."

Suddenly, Madoka was in front of Maka. The pink magical girl was looking at Maka with a serene, gentle smile.

"That goes for you too, Maka," Madoka said, "I'm not about to let your wish go to waste. You won't have to hurt or curse anyone." She reached out with her gloved hands and cupped Maka's Soul Gem. Maka watched, as the black that had tainted her gem was drained, then the Gem itself vanished.

Her eyes widened, as relief and happiness flowed through her. She wasn't going to become a witch now. She wasn't going to hurt her friends. She wasn't going to hurt anyone. She smiled, feeling happier than she had in a long time, and slowly shut her eyes, feeling a warm light engulf her...

….

….

It was so warm...

It was so bright...

Maka wasn't sure how long she was in that state, before something on the edge of her consciousness urged her to open her eyes. So she did. She gasped.

There, stretching out before her, was the most beautiful place she had ever seen. She looked in awe. She saw several other girls, the vast majority around her age. She realized that this was Madoka's doing. Madoka had brought them all here.

"MAKA!"

Maka turned around quickly, only to be tackled by a familiar mass of blue hair. The girl hugged her tightly.

"Sayaka?!" Maka asked, looking at the girl in shock, "What are you doing here?"

"The same reason the rest of us are here," said another, unfamiliar voice as Sayaka released Maka and stepped back.

Maka looked in the direction of the voice. There walking up with Kyoko, was an unfamiliar girl with blond hair and gold eyes. No, she wasn't unfamiliar...

"Are you.." Maka started, "Mami Tomoe?"

The blond girl, Mami, nodded, "Yes..."

Maka laughed slightly, despite herself, "It's weird...we've never met before but...I feel like I already know you...Like an old friend..." Was it because of Homura's time loops? That made sense. After all, Maka must have known Mami as a friend in at least some of those loops.

Mami smiled, "The feeling is mutual, Maka Albarn."

"What's going on exactly anyway?" Kyoko asked, looking at the land stretched out before them, "Is this...heaven?"

"I don't think so," Maka replied, "It's probably something close to it though. I think...Madoka made this place..."

"Madoka..." Sayka whispered, "Wow, she did all of this..." She chuckled, "She was never as useless as she made herself out to be."

"And she brought all of us here," Mami added, "Us and all of those other girls. I think they're magical girls."

"I think..." Maka started, the gears in her mind turning, "Those are all of the girls that Madoka saved from becoming witches. She purified their Soul Gems then brought them here. This is all part of her wish."

"What did she wish for?" Sayaka asked.

"Kyubey told me that she wished to erase all witches before they were born."

"Wow, just wow. She really ended up wishing for something like that? I can't believe it."

"That still doesn't explain why me and Mami are here," Kyoko said, putting her arms behind her head, "I mean, I can understand you Sayaka, and Maka to an extent but why us?"

"Isn't it obvious?" Mami asked, now turning her gaze to the beautiful land, "We're her friends. We helped her get to this point. She's showing us this as a way of reassuring us of that."

Maka suddenly saw a faint light and she looked down. She was slowly fading.

"I don't think it's our time yet," Mami said, encased in the same light and also fading.

"Yeah..." Sayaka agreed, "I guess we all still have things to do..."

Maka sighed, "I don't think we'll remember any of this. Call it a hunch, but I just know we won't."

Kyoko nodded in agreement, "I don't think so either. But...if at least a small part of me could remember this...somewhere..." she closed her eyes and brought a hand to her chest, as if in prayer, "If at least a part of my heart can remember this, then I'll be at peace, knowing this heaven is waiting for me."

Maka shut her eyes and nodded in agreement, "Yes...I hope a part of me remembers this too..." Similar agreements came from the other two girls.

They all stood there in respective silence. They didn't say anything more, as their forms faded completely...

…

…

…

…

…

Maka woke with a start and sat up in bed.

She looked around at her room, her desk, her bookshelf, the window...

Why did she feel like she was forgetting something important?

n/n/n/n/

"You look tired Maka," Blair remarked, perched on the kitchen counter as Maka made breakfast.

"I don't think I slept well," Maka admitted, as she worked watched the pancakes in the pan cook. She felt like she had just spent the whole night hunting a particularly tough pre-kishin, "Even though I went to bed early..."

She scooped the pancakes out of the pan, and placed them on the plate she had laid out earlier. When she was done, she stepped out of the kitchen and walked over to Soul's door. She knocked,

"Breakfast is ready!" She called, "Get up and start getting ready for school!" She stepped away and walked over to the table to finish setting up.

It was only when she sat down that Soul finally emerged from the bedroom, yawning,

"Morning Maka," he said, shuffling over to the table. He sat down and started eating.

"I feel exhausted," she said, as she started digging into her food, "Even though I went to bed early."

Her partner shrugged, "You were probably tossing and turning all night. Maybe you had a dream or something."

"A dream..." Maka echoed, looking at her plate thoughtfully. That sounded right. She did get the feeling that she always got whenever a vivid dream slipped from her mind. "Yeah, I think it was a dream..."

n/n/n/n/

When the two of them finished ascending the steps of the DWMA, they were immediately greeted by Kid, Liz, Patty, and Tsubaki.

"Morning everyone," Maka greeted.

"Good morning Maka, Soul," Kid acknowledged.

"Where's Black*Star?" Soul asked.

"Um," Tsubaki started, "He's-"

"YAHOO!"

None of them had to looked. Maka groaned. Not again.

"LISTEN UP EVERYONE! YOUR GOD, BLACK*STAR, IS HERE TO GRACE YOU WITH HIS PRESENCE!"

Soul snicked, "I think I'm going to go watch this." He then ran off in the direction of Black*Star's yells.

She sighed, feeling frustrated. They were probably going to skip again, knowing those two. She wished Soul would take his schoolwork a bit more seriously. Oh well.

They all started walking towards the school.

"Did anyone understand that assignment from Soul Theory?" Liz asked, "I couldn't finish because I didn't get it."

"Really?" Kid said, "Why didn't you just ask me?"

"You had passed out because one of your paintings was leaning slightly!"

"I can help you look it over later," Maka offered, "I had no problem with it."

"Thanks, Maka. I really appreciate it."

Maka then heard someone call for her,

"Maka! Hey!"

She turned around. There, not far from them, was to her relief, Sayaka, accompanied by the others. Maka smiled at them then turned to her own group of friends,

"I'll see you guys in class, okay?"

"Okay Maka!" Tsubaki said, nodding.

Maka turned and ran over to her other group of friends. Rifle meister Mami Tomoe, her partner, Demon Rifle Thomas Moran, Demon Cutlass Sayaka Miki, and autonomous weapon and Demon Bow, Homura Akemi.

They all exchanged greetings before Maka got straight to the point,

"I haven't seen you in a few days Sayaka," She commented, "You feeling better after that scare you gave us?" The blue haired girl had had a close call just a few days ago. Only a combination of Kyoko's companionship and a herculean effort on the part of the other girls had saved her.

Sayaka nodded, smiling brightly, "Yeah, a lot better. I'm really sorry about that."

"I'm just glad you pulled yourself together in time," Mami commented, smiling at Sayka gently, "I didn't want you disappearing on us."

"The Law of Cycles isn't going to come for me for a while yet, don't worry!"

They all started walking towards class together. As they did, they talked.

"So, how goes talking Kyoko into attending the Academy?" Thomas asked.

Sayaka sighed, "Badly. I keep telling her that working for Death isn't nearly as bad as she's making it out to be. That we would make a fantastic team worthy of the EAT class. But she won't listen."

"Give her time," Mami said, "She'll come around soon enough."

"I hope so. I really want her as my meister."

Poor Sayaka, Maka thought, as she looked at the Demon Cutlass. She had finally found someone who could wield her, and that person proclaimed no interest in the Academy. Maka made a note to give Kyoko her own dose of persuasiveness later.

After a few more minutes, Maka brought up the events of her morning.

"It's weird," Maka said, "But this morning, I woke up feeling like I was forgetting something really important."

"Really?" Sayaka asked, "Me too!"

"I woke up the same way," Mami said, "Like there was something I needed to know, but it slipped my mind. But...I also felt at peace for some reason..."

Maka nodded in agreement, recalling her other feelings right after waking up, "Me too. Do think it's strange Homura?"

"Hm?" Homura started slightly, and looked at the others.

"You even listening?" Sayaka asked, "You know, ever since my near-disappearance, you've been acting really weird."

"Oh..." Homura looked down, "Sorry," she then looked up again, "But to answer your question, no, I don't think feeling that way is strange at all."

"At least you girls don't remember your dreams," Thomas spoke up, "I had a horrible nightmare."

"Really?" Mami looked at her partner curiously, "This is my first time hearing about it today. What was is about?"

"I dreamt that you had disappeared. Not in a Law of Cycles way, but in an, I had no idea what happened to you kind of way," he shivered, "Not the most pleasant thing, I tell you."

Homura touched the ribbon that was in her long black hair. Maka still wasn't sure where Homura had gotten that ribbon from. It had suddenly appeared after the same battle that had nearly claimed Sayaka. The purple magical girl claimed it was from someone named Madoka.

Maka still wasn't sure who this 'Madoka' was.

n/n/n/n/

Maka spent her time before sundown with Tsubaki, Soul, and her friends. Then, once the sun started setting, she headed for the usual meeting spot on a roof in the middle of the city. Homura was already there with Kyubey.

"Good evening Maka," Kyubey greeted. Maka looked around,

"Am I one of the first here for once?" She asked.

"Yes," Homura confirmed, "Though I expect the others will be here shortly."

"Homura was just telling me an interesting story," Kyubey said, "About a world where magical girls fight witches instead of wraiths."

Maka blinked, "Witches?"

"Not the kind that the DWMA fights," Homura said, looking at the skyline of the city, "They were monsters born of curses, just like the wraiths are. Except they were born from from the Soul Gems of magical girls. Instead of disappearing when our Soul Gems become completely corrupt, we became witches instead."

Maka shivered, "Sounds scary. Where did you come up with something like that, Homura?"

"There's a lot more to the story then that, if you want to hear it."

"I would like to sometime." She was always up for a good story.

Maka then heard Mami's voice, "Sorry! We're here!" She came running up, with Thomas close behind her.

"We're here too!" Sayaka appeared from another direction, accompanied by Kyoko.

"Good timing," Maka remarked, "The miasma looks like its going to be thick tonight."

Kyoko shielded her eyes, scanning the city below them, "Yeah, I can already see wraiths forming. It's going to be a rough night."

Maka sighed. Something told her she wasn't going to get much sleep tonight. Oh well, duty called.

"Hey Maka," she turned. Thomas was looking at her, "At what point are you going to tell Soul anyway? I've told you this before, but I could really use the company."

Maka sighed again, "I told you, I'll tell him when I'm ready. Just...not yet."

"In the meantime," Mami said, "Kyubey's good company, isn't he?"

Thomas sighed, "Don't get me wrong, I like Kyubey. I would just like someone human to talk with every once in awhile when you girls do your thing."

"You could just stay home."

"You know why'd I'd rather not."

"Mmm, I'm not using you tonight, okay? I want to go on my own power tonight."

"Fair enough. Good luck girls!"

"The miasma's finished forming," Homura announced, "Let's go."

The girls all gave their acknowledgement. Maka reached for her Soul Gem and activated it, transforming alongside her friends.

A moment later, they would go into battle against the monsters known as wraiths.

It was all part of the job of a magical girl.

**Epilogue**

Homura looked out at the Death City skyline, contemplating recent events.

"As a goddess of hope rises," she whispered to herself, "So a god of despair rises as well."

"Homura!"

She turned. Mami was coming up to her, "There you are. We need your help with Maka."

"How is she?" Homura asked, walking over to the veteran magical girl. Mami was alive in this new world. As was Sayaka. But something else had changed in the world. Homura's theory was that it was another backlash from Madoka's wish. Another despair to counteract the hope created by it.

"Not doing very well," Mami admitted, "She being very hard on herself. She's wondering if she should have used magic during that underground battle. She wonders if maybe it could have stopped the kishin's resurrection somehow."

Homura shook her head, "I doubt it would have done anything. And we would have blown our cover for nothing."

"There's another thing, actually."

"Hm?"

"Crona? That girl that Maka befriended? Kyubey said that she has powerful magical girl potential."

Homura sighed. Another new thing to contend with. "We going to help her with her wish like we helped Maka?"

"If she wants to make the contract, of course."

Homura nodded and looked towards the sky. The kishin, the god of madness that Lord Death had sealed away 800 years ago, was revived. A new potential magical girl. And who knew what else.

This new world certainly was interesting. And Homura could foresee many tough battle ahead for all of them.

/

I…I can't believe it. Not only is this my first complete story on FF, this is the first long story I've actually finished since a National Novel Writing Month two years ago. I'm really proud of myself right now…

As for the story itself, I'm not really sure. I feel like I kind of lost my grip on Maka's character as it went on. The PMMM side definitely dominated, although influenced by its change in setting. It's flipped post-Madokami; As you can see in the epilogue, the Soul Eater story is now occurring with the magical girl stuff much more in the background. In this new universe, it doesn't really come into play until the end of the anime, where Maka transforms after all of her friends have fallen for the final battle against the kishin. A bunch of crazy awesome ensures, she manages to break the kishin's barrier, her magical girl teammates join the fight, and Chrona uses her wish to allow Lord Death to leave Death City. In the manga universe, the girls reveal themselves during the moon battle arc, joining the fight against the kishin. Mind you, at the time of this writing, that arc remains unresolved.

I have a bunch of notes and such about this story. FF forbids a whole chapter dedicated to them though, so I'll just sum up here.

This story was inspired by a note on the Soul Eater wiki that remarked that Maka had qualities similar to a 'magical girl.' This led to ideas, but a crossover with Madoka Magica, a favorite magical girl series of mine, stuck out.

There was originally a group of OCs who were going to be the other magical girls. I scrapped and replaced them when I realized that they were just expies of the characters from Madoka Magica.

Maka's character arc was originally going to parallel Sayaka's, with a love interest/potential new meister for Soul, except with a much more tragic twist ( Soul doesn't want a new meister, and the love interest doesn't mind 'sharing,' but Maka in previous timelines never found this out. She witnessed the other girl ask Soul to be her partner, and never stuck around to hear the rest of the conversation). I scrapped that since OC/canon character pairings rarely go over well. As a result, Maka's arc was much closer to Mami's instead.

I might write more in this universe sometime. I'm thinking a collection of oneshots. But that won't be for a while. I need a small break first!

A HUGE shout out to all of my reviewers! Especially ultima-owner and Big Sister K. I would also like to thank any other readers who have stuck around since the beginning. Glad I didn't drive you off!

Until next time, signing off!


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